SINCLAIR BROADCAST GROUP INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q
(Mark One)
For the quarterly period ended
June 30, 2025
OR
For the transition period from to .
COMMISSION FILE NUMBER:
(Exact name of Registrant as specified in its charter)
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| (State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive office, zip code)
(
410
)
568-1500
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered by Sinclair, Inc. pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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Securities registered by Sinclair Broadcast Group, LLC pursuant to Section12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Sinclair, Inc.
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☒ | No | ☐ | |||||||||||||
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Sinclair Broadcast Group, LLC
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Yes | ☐ |
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☒ | |||||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such file).
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Sinclair, Inc.
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☒ | No | ☐ | |||||||||||||
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Sinclair Broadcast Group, LLC
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☒ | No | ☐ | |||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Sinclair, Inc.
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Large accelerated filer | ☐ |
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☒ | Non-accelerated filer | ☐ | Smaller reporting company |
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Emerging growth company |
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Sinclair Broadcast Group, LLC
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Large accelerated filer | ☐ | Accelerated filer | ☐ |
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☒ | Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Sinclair, Inc.
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☐ | ||||
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Sinclair Broadcast Group, LLC
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☐ | ||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Sinclair, Inc.
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Yes | ☐ | No |
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Sinclair Broadcast Group, LLC
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Yes | ☐ | No |
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As of August 6, 2025, there were
45,871,818
shares of Sinclair, Inc. Class A Common Stock outstanding and
23,775,056
shares of Sinclair, Inc. Class B Common Stock outstanding.
GENERAL
This combined report on Form 10-Q is filed by both Sinclair, Inc. (“Sinclair”) and Sinclair Broadcast Group, LLC (“SBG”). Certain information contained in this document relating to SBG is filed by Sinclair and separately by SBG. SBG makes no representation as to information relating to Sinclair or its subsidiaries, except as it may relate to SBG and its subsidiaries. References in this report to “we,” “us,” “our,” the “Company,” and similar terms refer to Sinclair and its consolidated subsidiaries, including SBG, unless context indicates otherwise. SBG files reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) solely to comply with Section 1018(a) of the indenture governing the 5.125% Senior Notes due 2027 of Sinclair Television Group, Inc. (“STG”), a wholly-owned subsidiary of SBG.
FORWARD-LOOKING STATEMENTS
This report includes or incorporates forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, and the U.S. Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties, and assumptions about us, including, among other things, the following risks. All risk factors are deemed to be related to both Sinclair and its subsidiaries, including SBG. Any risks only applicable to Sinclair are denoted as such.
Industry risks
•
Financial and economic conditions, including inflation, may have an adverse impact on our industry, customers, business, and results of operations or financial condition;
•
the performance of networks and syndicators that provide us with programming content, as well as the performance of internally originated programming;
•
multi-channel video programming distributors (“MVPD”) and virtual MVPD’s (“
vMVPD,” and together with MVPDs, “Distributors”) subscriber churn due to the impact of technological changes, the proliferation of over-the-top (“OTT”) direct-to-consumer platforms, the loss of key entertainment and sports programming previously exclusively available to subscribers, and economic conditions on consumers’ desire to pay for subscription services;
•
the business conditions of the Distributors we do business with and their ability to pay to broadcast our content on their distribution platforms;
•
the loss of appeal of our local news, network content, syndicated program content, and sports programming, which may be unpredictable;
•
the availability and cost of programming from networks and syndicators, as well as the cost of internally originated programming;
•
for Sinclair, the availability and cost of rights to air professional tennis tournaments;
•
our relationships with networks and their strategies to distribute their programming via means other than their local television affiliates, such as OTT or direct-to-consumer content;
•
labor disputes and legislation and other union activity associated with film, acting, writing, music, and other guilds;
•
the broadcasting community’s ability to develop and adopt a viable mobile digital broadcast television (“mobile DTV”) strategy and platform, such as the adoption of a next generation broadcast standard (“NextGen TV”), the consumer’s appetite for mobile television, and the industry’s acceptance of data distribution services;
•
the impact of programming payments charged by networks pursuant to their affiliation agreements with broadcasters requiring compensation for network programming;
•
the effects of declining live/appointment viewership as reported through rating systems and local television efforts to adopt and receive credit for same day viewing plus viewing on-demand thereafter;
•
changes in television rating measurement methodologies that could negatively impact audience results;
•
the ability of advertisers to coordinate and determine local advertising rates as a consortium;
•
the lack of our ability to negotiate directly with vMVPD’s for the distribution of much of our content;
•
the operation of low power devices in the broadcast spectrum, which could interfere with our broadcast; and
•
the impact of Distributors and OTTs offering “skinny” programming bundles that may not include television broadcast stations or other programming that we distribute.
Regulatory risks
•
The Federal Communications Commission (“FCC”) proceeding regarding the roll-out of NextGen TV and the sunset of ATSC 1.0 could impact business-use cases for the NextGen TV technology and the timeframe for the discontinuance of ATSC 1.0;
•
the potential for additional governmental regulation of broadcasting or changes in those regulations and court actions interpreting those regulations, including ownership regulations limiting over-the-air television’s ability to compete effectively (including regulations relating to joint sales agreements (“JSA”), shared services agreements (“SSA”), local marketing agreements (“LMA”), cross ownership rules, the national ownership cap, and the UHF discount), arbitrary enforcement by the FCC including indecency regulations, retransmission consent regulations, and political or other advertising restrictions, such as payola rules;
•
the impact of FCC and Congressional efforts which may restrict a television station’s retransmission consent negotiations;
•
the impact of FCC rules requiring broadcast stations to publish, among other information, political advertising rates online;
•
the potential impact of deregulation allowing the networks to purchase additional stations in our markets;
•
the potential impact from changes in lowest unit rate applicability associated with political advertising spots;
•
our ability to obtain regulatory approval for transactions related to FCC licenses;
•
the potential impact from changes in industry ownership and multicast rules;
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our response to corporate social responsibility considerations, and compliance with laws and regulations related thereto; and
•
the impact of foreign government rules related to digital and online assets.
Risks specific to us
•
Our ability to attract and maintain local, national, and network advertising and successfully participate in new sales channels such as programmatic and addressable advertising through business partnership ventures and the development of technology;
•
our ability to service our debt obligations and operate our business under restrictions contained in our financing agreements;
•
our use of derivative financial instruments to reduce interest rate risk may result in added volatility in the amount of interest expense recorded within our financial results and the amount of cash interest paid;
•
our ability to successfully implement and monetize our own content management system designed to provide our viewers significantly improved content via the internet and other digital platforms;
•
our ability to successfully negotiate retransmission consent and distribution agreements for our existing and any acquired businesses with favorable terms;
•
the ability of stations which we consolidate, but do not negotiate on their behalf, to successfully renegotiate retransmission consent and affiliation fees (cable network fees) agreements and comply with laws and regulations that apply to them;
•
our ability to renew our FCC licenses;
•
our ability to identify investment opportunities;
•
our ability to successfully integrate any acquired businesses, as well as the success of our new content and distribution initiatives in a competitive environment, including CHARGE!, ROAR, Comet, The Nest, podcasts, other original programming, mobile DTV, FAST channels, and direct-to-consumer platforms;
•
our ability to maintain our affiliation and programming service agreements with our networks and program service providers and, at renewal, to successfully negotiate these agreements with favorable terms;
•
our ability to generate synergies and leverage new revenue opportunities;
•
changes in the makeup of the population in the areas where our stations are located;
•
our ability to effectively respond to technology affecting our industry;
•
our ability to deploy NextGen TV nationwide, including the ability and appetite of manufacturers to install the technology within their products, as well as monetize the associated technology;
•
the strength of ratings for our local news broadcasts including our news sharing arrangements;
•
risks associated with the use or delayed use of artificial intelligence by us and third parties, including our use or delayed use in the operations of our business;
•
the results of prior year tax audits by taxing authorities;
•
for Sinclair, our ability to execute on our investment and growth strategies related to our subsidiary, Sinclair Ventures, LLC (“Ventures”); and
•
our ability to monetize our investments in real estate, venture capital and private equity holdings, and direct strategic investments in companies.
General risks
•
The impact of changes in national and regional economies and credit and capital markets, including the impact of potential tariffs and trade restrictions;
•
loss of consumer confidence;
•
the potential impact of changes in tax law;
•
the activities of our competitors;
•
risks associated with the inability of key suppliers and other third parties to provide services to us;
•
geopolitical conditions, including the war in Ukraine, conflicts in the Middle East, potential tariffs and international trade sanctions, could negatively impact global supply prices and disrupt supply chain levels, which could negatively impact the operations of us, our customers’, our vendors’, and our Distributors’;
•
natural disasters and pandemics (such as the outbreak and worldwide spread of COVID-19) that impact our employees, Distributors, advertisers, suppliers, stations, and networks; and
•
cybersecurity incidents, data privacy, and other information technology failures related to us, our vendors and those within our vendors’ supply chain have and in the future may, adversely affect us and disrupt our operations.
Other matters set forth in this report, including the
Risk Factors
set forth in Item 1A of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024, may also cause actual results in the future to differ materially from those described in the forward-looking statements. However, additional factors and risks not currently known to us or that we currently deem immaterial may also cause actual results in the future to differ materially from those described in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. In light of these risks, uncertainties, and assumptions, events described in the forward-looking statements discussed in this report might not occur.
PART I. FINANCIAL INFORMATION
SINCLAIR, INC.
SINCLAIR BROADCAST GROUP, LLC
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2025
TABLE OF CONTENTS
2
3
ITEM 1. FINANCIAL STATEMENTS
This report includes the Consolidated Financial Statements of Sinclair and SBG in Item 1A and Item 1B, respectively.
ITEM 1A. FINANCIAL STATEMENTS OF SINCLAIR, INC.
4
SINCLAIR, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data) (Unaudited)
|
As of June 30,
2025 |
As of December 31,
2024 |
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| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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Accounts receivable, net of allowance for doubtful accounts of $
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| Income taxes receivable |
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| Prepaid expenses and other current assets |
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| Assets held-for-sale |
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| Total current assets |
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| Property and equipment, net |
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| Operating lease assets |
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| Goodwill |
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| Indefinite-lived intangible assets |
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| Customer relationships, net |
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| Other definite-lived intangible assets, net |
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| Other assets |
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| Total assets (a) | $ |
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$ |
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| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ |
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$ |
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| Income taxes payable |
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| Current portion of notes payable, finance leases, and commercial bank financing |
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| Current portion of operating lease liabilities |
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| Current portion of program contracts payable |
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| Other current liabilities |
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| Liabilities held-for-sale |
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| Total current liabilities |
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| Notes payable, finance leases, and commercial bank financing, less current portion |
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| Operating lease liabilities, less current portion |
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| Program contracts payable, less current portion |
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| Deferred tax liabilities |
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| Other long-term liabilities |
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| Total liabilities (a) |
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Commitments and contingencies (See
Note 4
)
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| Shareholders’ equity: | |||||||||||
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Class A Common Stock, $
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Class B Common Stock, $
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| Additional paid-in capital |
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| (Accumulated deficit) retained earnings |
(
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| Accumulated other comprehensive income |
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Total Sinclair shareholders’ equity
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| Noncontrolling interests |
(
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(
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| Total equity |
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| Total liabilities and equity | $ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
(a)
Our consolidated total assets as of June 30, 2025 and December 31, 2024 include total assets of variable interest entities (“VIE”) of $
61
million and $
70
million, respectively, which can only be used to settle the obligations of the VIEs. Our consolidated total liabilities as of June 30, 2025 and December 31, 2024 include total liabilities of VIEs of $
7
million and $
16
million, respectively,
for which the creditors of the VIEs have no recourse to us. See
Note 7. Variable Interest Entities
.
5
SINCLAIR, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share and per share data) (Unaudited)
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
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| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Media revenues | $ |
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$ |
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$ |
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$ |
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| Non-media revenues |
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| Total revenues |
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| OPERATING EXPENSES: | |||||||||||||||||||||||
| Media programming and production expenses |
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| Media selling, general and administrative expenses |
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| Amortization of program costs |
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| Non-media expenses |
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| Depreciation of property and equipment |
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| Corporate general and administrative expenses |
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| Amortization of definite-lived intangible assets |
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| Loss on asset dispositions and other, net |
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| Total operating expenses |
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| Operating income |
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| OTHER INCOME (EXPENSE): | |||||||||||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs |
(
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(
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(
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(
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| Gain on extinguishment of debt |
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| (Loss) income from equity method investments |
(
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(
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| Other expense, net |
(
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(
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(
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(
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| Total other expense, net |
(
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(
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(
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(
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| (Loss) income before income taxes |
(
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(
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| INCOME TAX BENEFIT (PROVISION) |
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(
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(
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| NET (LOSS) INCOME |
(
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(
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| Net income attributable to the noncontrolling interests |
(
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(
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(
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(
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| NET (LOSS) INCOME ATTRIBUTABLE TO SINCLAIR | $ |
(
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$ |
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$ |
(
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$ |
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| EARNINGS PER COMMON SHARE ATTRIBUTABLE TO SINCLAIR: | |||||||||||||||||||||||
| Basic earnings per share | $ |
(
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$ |
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$ |
(
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$ |
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| Diluted earnings per share | $ |
(
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$ |
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$ |
(
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$ |
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| Basic weighted average common shares outstanding (in thousands) |
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| Diluted weighted average common and common equivalent shares outstanding (in thousands) |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
SINCLAIR, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in millions) (Unaudited)
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
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| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net (loss) income | $ |
(
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$ |
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$ |
(
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$ |
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| Unrealized gain (loss) on interest rate swap, net of tax |
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(
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| Comprehensive (loss) income |
(
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(
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| Comprehensive income attributable to the noncontrolling interests |
(
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(
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(
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(
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| Comprehensive (loss) income attributable to Sinclair | $ |
(
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$ |
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$ |
(
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
7
SINCLAIR, INC.
CONSOLIDATED STATEMENTS OF EQUITY AND NONCONTROLLING INTERESTS
(in millions, except share and per share data) (Unaudited)
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sinclair Shareholders
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|
Class A
Common Stock |
Class B
Common Stock |
Additional
Paid-In Capital |
Accumulated Deficit |
Accumulated
Other
Comprehensive
Income
|
Noncontrolling
Interests |
Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Values | Shares | Values | ||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, March 31, 2024 |
|
$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
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|
Dividends declared and paid on Class A and Class B Common Stock ($
|
— | — | — | — | — |
(
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— | — |
(
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| Class A Common Stock issued pursuant to employee benefit plans |
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— | — | — |
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— | — | — |
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| Distributions to noncontrolling interests | — | — | — | — | — | — | — |
(
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(
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| Other comprehensive income | — | — | — | — | — | — |
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— |
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| Net income | — | — | — | — | — |
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— |
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| BALANCE, June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
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| Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Sinclair Shareholders
|
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|
Class A
Common Stock |
Class B
Common Stock |
Additional
Paid-In Capital |
Accumulated Deficit |
Accumulated
Other
Comprehensive
Income
|
Noncontrolling
Interests |
Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Values | Shares | Values | ||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, December 31, 2023 |
|
$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
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Dividends declared and paid on Class A and Class B Common Stock ($
|
— | — | — | — | — |
(
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— | — |
(
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||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock issued pursuant to employee benefit plans |
|
— | — | — |
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— | — | — |
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| Distributions to noncontrolling interests | — | — | — | — | — | — | — |
(
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(
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| Other comprehensive income | — | — | — | — | — | — |
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— |
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| Net income | — | — | — | — | — |
|
— |
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| BALANCE, June 30, 2024 |
|
$ |
|
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$ |
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$ |
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$ |
(
|
$ |
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$ |
(
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$ |
|
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
8
SINCLAIR, INC.
CONSOLIDATED STATEMENTS OF EQUITY AND NONCONTROLLING INTERESTS
(in millions, except share and per share data) (Unaudited)
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Sinclair Shareholders
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Class A
Common Stock |
Class B
Common Stock |
Additional
Paid-In Capital |
Accumulated Deficit |
Accumulated
Other
Comprehensive
Income
|
Noncontrolling
Interests |
Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Values | Shares | Values | ||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, March 31, 2025 |
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||||||||||
|
Dividends declared and paid on Class A and Class B Common Stock ($
|
— | — | — | — | — |
(
|
— | — |
(
|
||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock issued pursuant to employee benefit plans |
|
— | — | — |
|
— | — | — |
|
||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — |
(
|
(
|
||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interests | — | — | — | — |
(
|
— | — |
|
|
||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — |
(
|
— |
|
(
|
||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, June 30, 2025 |
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Sinclair Shareholders
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Class A
Common Stock |
Class B
Common Stock |
Additional
Paid-In Capital |
Retained Earnings (Accumulated Deficit) |
Accumulated
Other
Comprehensive
Income
|
Noncontrolling
Interests |
Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Values | Shares | Values | ||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, December 31, 2024 |
|
$ |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||||||||||
|
Dividends declared and paid on Class A and Class B Common Stock ($
|
— | — | — | — | — |
(
|
— | — |
(
|
||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock issued pursuant to employee benefit plans |
|
— | — | — |
|
— | — | — |
|
||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — |
(
|
(
|
||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — |
(
|
— |
(
|
||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interests | — | — | — | — |
(
|
— | — |
|
|
||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — |
(
|
— |
|
(
|
||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, June 30, 2025 |
|
$ |
|
|
$ |
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
9
SINCLAIR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions) (Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES: | |||||||||||
| Net (loss) income | $ |
(
|
$ |
|
|||||||
| Adjustments to reconcile net (loss) income to net cash flows from (used in) operating activities: | |||||||||||
| Amortization of definite-lived intangible and other assets |
|
|
|||||||||
| Depreciation of property and equipment |
|
|
|||||||||
| Amortization of program costs |
|
|
|||||||||
| Stock-based compensation |
|
|
|||||||||
| Deferred tax (benefit) provision |
(
|
|
|||||||||
| Loss on asset dispositions and other, net |
|
|
|||||||||
| Loss (income) from equity method investments |
|
(
|
|||||||||
| Loss from investments |
|
|
|||||||||
| Distributions from investments |
|
|
|||||||||
| Gain on extinguishment of debt |
(
|
(
|
|||||||||
| Debt issuance costs |
|
|
|||||||||
| Change in assets and liabilities, net of acquisitions: | |||||||||||
| Decrease (increase) in accounts receivable |
|
(
|
|||||||||
| Increase in prepaid expenses and other current assets |
(
|
(
|
|||||||||
| Increase (decrease) in accounts payable and accrued and other current liabilities |
|
(
|
|||||||||
| Net change in net income taxes payable/receivable |
|
(
|
|||||||||
| Decrease in program contracts payable |
(
|
(
|
|||||||||
| Other, net |
|
(
|
|||||||||
| Net cash flows from (used in) operating activities |
|
(
|
|||||||||
| CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES: | |||||||||||
| Acquisition of property and equipment |
(
|
(
|
|||||||||
| Acquisition of businesses, net of cash acquired |
(
|
|
|||||||||
| Purchases of investments |
(
|
(
|
|||||||||
| Distributions and proceeds from investments |
|
|
|||||||||
| Other, net |
|
|
|||||||||
| Net cash flows (used in) from investing activities |
(
|
|
|||||||||
| CASH FLOWS USED IN FINANCING ACTIVITIES: | |||||||||||
| Proceeds from notes payable and commercial bank financing |
|
|
|||||||||
| Repayments of notes payable, commercial bank financing, and finance leases |
(
|
(
|
|||||||||
| Dividends paid on Class A and Class B Common Stock |
(
|
(
|
|||||||||
| Debt issuance costs |
(
|
|
|||||||||
| Distributions to noncontrolling interests |
(
|
(
|
|||||||||
| Other, net |
(
|
(
|
|||||||||
| Net cash flows used in financing activities |
(
|
(
|
|||||||||
| NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH |
(
|
(
|
|||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period |
|
|
|||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | $ |
|
$ |
|
|||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
10
1.
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Nature of Operations
Sinclair, Inc. (“Sinclair”) is a diversified media company with national reach and a strong focus on providing high-quality content on our local television stations and digital platforms. The content, distributed through our broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news, other original programming produced by us and our owned networks and professional sports. Additionally, we own digital media companies that are complementary to our extensive portfolio of television station related digital properties and we have interests in, own, manage, and/or operate technical and software services companies, research and development companies for the advancement of broadcast technology, and other media and non-media related businesses and assets, including real estate, venture capital, private equity, and direct investments.
For the quarter ended June 30, 2025, we had
two
reportable segments: local media and tennis. The local media segment consists primarily of our
185
broadcast television stations in
85
markets, which we own, provide programming and operating services pursuant to agreements commonly referred to as local marketing agreements (“LMA”), or provide sales services and other non-programming operating services pursuant to other outsourcing agreements (such as joint sales agreements (“JSA”) and shared services agreements (“SSA”)). These stations broadcast
646
channels as of June 30, 2025. For the purpose of this report, these
185
stations and
646
channels are referred to as “our” stations and channels. The tennis segment consists of Tennis Channel, a cable network which includes coverage of many of tennis’ top tournaments and original professional sports and tennis lifestyle shows; Tennis Channel International streaming service; Tennis Channel streaming service; TennisChannel 2, a 24-hour a day free ad-supported streaming television channel; and Tennis.com.
Principles of Consolidation
The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries, and VIEs for which we are the primary beneficiary. Noncontrolling interests represent a minority owner’s proportionate share of the equity in certain of our consolidated entities. All intercompany transactions and account balances have been eliminated in consolidation.
We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. See
Note 7. Variable Interest Entities
for more information on our VIEs.
Investments in entities over which we have significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents our proportionate share of net income generated by equity method investees.
Interim Financial Statements
The consolidated financial statements for the three and six months ended June 30, 2025 and 2024 are unaudited. In the opinion of management, such financial statements have been presented on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive (loss) income, consolidated statements of equity and noncontrolling interests, and consolidated statements of cash flows for these periods as adjusted for the adoption of recent accounting pronouncements.
As permitted under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), the consolidated financial statements do not include all disclosures normally included with audited consolidated financial statements and, accordingly, should be read together with the audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. The consolidated statements of operations presented in the accompanying consolidated financial statements are not necessarily representative of operations for an entire year.
11
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses in the consolidated financial statements and in the disclosures of contingent assets and liabilities. Actual results could differ from those estimates.
Recent Accounting Pronouncements
In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures, requiring annual disclosure of consistent categories and greater disaggregation of information in the rate reconciliation table; additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate); income taxes paid disaggregated by jurisdiction; and income or loss before income tax disaggregated between foreign and domestic. The guidance is effective for annual periods beginning after December 15, 2024, applied prospectively. Early adoption is permitted. We are currently evaluating the impact of this guidance but do not expect it to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued guidance requiring disclosure of disaggregated information about certain income statement expense line items. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this guidance.
Broadcast Television Programming
We have agreements with programming syndicators for the rights to television programming over contract periods, which generally run from
to
three years
. Contract payments are made in installments over terms that are generally equal to or shorter than the contract period. Pursuant to accounting guidance for the broadcasting industry, an asset and a liability for the rights acquired and obligations incurred under a license agreement are reported on the balance sheet when the cost of each program is known or reasonably determinable, the program material has been accepted by the licensee in accordance with the conditions of the license agreement, and the program is available for its first showing or telecast. The portion of program contracts which becomes payable within one year is reflected as a current liability in the accompanying consolidated balance sheets.
The rights to this programming are reflected in the accompanying consolidated balance sheets at the lower of unamortized cost or fair value. Program costs are amortized on a straight-line basis except for contracts greater than
three years
which are amortized utilizing an accelerated method. Program costs estimated by management to be amortized in the succeeding year are classified as current assets. Payments of program contract liabilities are typically made on a scheduled basis and are not affected by amortization or fair value adjustments.
We assess our program costs on a quarterly basis to ensure the costs are recorded at the lower of unamortized cost or fair value.
Hedge Accounting
We entered into an interest rate swap effective February 7, 2023 and terminating on February 28, 2026 in order to manage a portion of our exposure to variable interest rates. The swap agreement has a notional amount of $
600
million, bears a fixed interest rate of
3.9
%, and we receive a floating rate of interest based on the Secured Overnight Financing Rate (“SOFR”).
12
Non-cash Investing and Financing Activities
Leased assets obtained in exchange for new operating lease liabilities were $
4
million and $
3
million for the six months ended June 30, 2025 and 2024, respectively. Leased assets obtained in exchange for new finance lease liabilities were $
7
million for the six months ended June 30, 2024. Non-cash investing activities included property and equipment purchases of $
5
million for both the six months ended June 30, 2025 and 2024.
We received equity shares in investments valued at $
17
million and $
4
million for the six months ended June 30, 2025 and 2024, respectively, in exchange for an obligation to deliver a similar value of advertising spots.
Revenue Recognition
The following table presents our revenue disaggregated by type and segment (in millions):
| For the three months ended June 30, 2025 | Local Media | Tennis | Other | Eliminations | Total | ||||||||||||||||||||||||
| Distribution revenue | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Core advertising revenue |
|
|
|
(
|
|
||||||||||||||||||||||||
| Political advertising revenue |
|
|
|
|
|
||||||||||||||||||||||||
| Other media, non-media, and intercompany revenues |
|
|
|
(
|
|
||||||||||||||||||||||||
| Total revenues | $ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||
| For the six months ended June 30, 2025 | Local Media | Tennis | Other | Eliminations | Total | ||||||||||||||||||||||||
| Distribution revenue | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Core advertising revenue |
|
|
|
(
|
|
||||||||||||||||||||||||
| Political advertising revenue |
|
|
|
|
|
||||||||||||||||||||||||
| Other media, non-media, and intercompany revenues |
|
|
|
(
|
|
||||||||||||||||||||||||
| Total revenues | $ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||
| For the three months ended June 30, 2024 | Local Media | Tennis | Other | Eliminations | Total | ||||||||||||||||||||||||
| Distribution revenue | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Core advertising revenue |
|
|
|
(
|
|
||||||||||||||||||||||||
| Political advertising revenue |
|
|
|
|
|
||||||||||||||||||||||||
| Other media, non-media, and intercompany revenues |
|
|
|
(
|
|
||||||||||||||||||||||||
| Total revenues | $ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||
| For the six months ended June 30, 2024 | Local Media | Tennis | Other | Eliminations | Total | ||||||||||||||||||||||||
| Distribution revenue | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Core advertising revenue |
|
|
|
(
|
|
||||||||||||||||||||||||
| Political advertising revenue |
|
|
|
|
|
||||||||||||||||||||||||
| Other media, non-media, and intercompany revenues |
|
|
|
(
|
|
||||||||||||||||||||||||
| Total revenues | $ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||
Distribution Revenue.
We generate distribution revenue through fees received from these Distributors for the right to distribute our stations and other properties. Distribution arrangements are generally governed by multi-year contracts and the underlying fees are based upon a contractual monthly rate per subscriber. These arrangements represent licenses of intellectual property; revenue is recognized as the signal or network programming is provided to our customers (as usage occurs) which corresponds with the satisfaction of our performance obligation. Revenue is calculated based upon the contractual rate multiplied by an estimated number of subscribers. Our customers will remit payments based upon actual subscribers a short time after the conclusion of a month, which generally does not exceed 120 days. Historical adjustments to subscriber estimates have not been material.
13
Core Advertising Revenue.
We generate core advertising revenue primarily from the sale of non-political advertising spots/impressions within our broadcast television and digital platforms.
Political Advertising Revenue.
We generate political advertising revenue primarily from the sale of political advertising spots/impressions within our broadcast television and digital platforms.
In accordance with ASC 606, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) distribution arrangements which are accounted for as a sales/usage-based royalty.
For the three months ended June 30, 2025, two customers accounted for
11
% and
11
%, respectively, of our total revenues. For the six months ended June 30, 2025, two customers accounted for
11
% and
11
%, respectively, of our total revenues. For the three months ended June 30, 2024, two customers accounted for
11
% and
10
%, respectively, of our total revenues. For the six months ended June 30, 2024, two customers accounted for
11
% and
11
%, respectively, of our total revenues. As of June 30, 2025, two customers accounted for
12
% and
10
%, respectively, of our accounts receivable, net. As of December 31, 2024, four customers accounted for
11
%,
11
%,
10
%, and
10
%, respectively, of our accounts receivable, net. For purposes of this disclosure, a single customer may include multiple entities under common control.
Business Combinations and Station Disposals
In March 2025, Sinclair Ventures, LLC (“Ventures”) completed the acquisition of CPX Interactive LLC (“Digital Remedy”) for approximately $
30
million in cash, net of cash acquired of $
5
million, in which Ventures acquired the remaining
75
% of the business they did not already own. The acquired assets and liabilities were recorded at fair value as of the closing date of the transactions, which included $
22
million of definite-lived intangible assets and $
17
million of goodwill.
In March 2025, we entered into an asset purchase agreement with a counterparty to sell our owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA) for approximately $
30
million. As of June 30, 2025, we classified the related assets and liabilities as held-for-sale in our consolidated balance sheets. As of June 30, 2025, amounts classified as assets held-for-sale in our consolidated balance sheets primarily consist of accounts receivable of $
9
million and property and equipment of $
23
million and amounts classified as liabilities held-for-sale in our consolidated balance sheets primarily consists of accounts payable and accrued liabilities of $
2
million and current portion of program contracts payable of $
1
million. Additionally, during the six months ended June 30, 2025, we accrued the estimated loss we expect to recognize upon closing of the sale of approximately $
17
million, which is included within loss on asset dispositions and other, net within our consolidated statements of operations and our local media segment within
Note 6. Segment Data
and was recorded to reflect the underlying assets at the lower of carrying value and fair value. The sale was completed on July 8, 2025.
Income Taxes
Our income tax provision for all periods consists of federal and state income taxes. The tax provision for the three and six months ended June 30, 2025 and 2024 is based on the estimated effective tax rate applicable for the full year after taking into account discrete tax items and the effects of the noncontrolling interests. We provide a valuation allowance for deferred tax assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating our ability to realize net deferred tax assets, we consider all available evidence, both positive and negative, including our past operating results, tax planning strategies, current and cumulative losses, and forecasts of future taxable income. In considering these sources of taxable income, we must make certain judgments that are based on the plans and estimates used to manage our underlying businesses on a long-term basis. A valuation allowance has been provided for deferred tax assets related to a substantial amount of our available state net operating loss carryforwards based on past operating results, expected timing of the reversals of existing temporary basis differences, alternative tax strategies, and projected future taxable income.
14
On July 4, 2025, the One Big, Beautiful Bill (“OBBB”) was enacted. The OBBB is a comprehensive tax reform package that includes significant changes to corporate tax policy. While the Company is currently evaluating the full impact of OBBB, it does not expect a material impact on its financial statements. The Company will continue to assess the implications of OBBB and will provide further update in its subsequent quarterly filings.
Our effective income tax rate for the three months ended June 30, 2025 was less than the statutory rate primarily due to the impact of state taxes. Our effective income tax rate for the six months ended June 30, 2025 approximated the statutory rate. Our effective income tax rate for the three months ended June 30, 2024 was less than the statutory rate primarily due to accrual of interest income attributable to prior years’ pending income tax refund claims offset by non-deductible expenses. Our effective income tax rate for the six months ended June 30, 2024 was less than the statutory rate primarily due to an immaterial $
7.5
million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims.
We believe that our liability for unrecognized tax benefits could be reduced by up to $
3
million, in the next twelve months, as a result of the expected statute of limitations expirations, the application of limits under available state administrative practice exceptions, and the resolution of examination issues and settlements with federal and certain state tax authorities.
Reclassifications
Certain reclassifications have been made to prior years’ consolidated financial statements to conform to the current year’s presentation.
Subsequent Events
In August 2025, our Board of Directors declared a quarterly dividend of $
0.25
per share, payable on September 15, 2025 to holders of record at the close of business on August 29, 2025.
2.
OTHER ASSETS:
Other assets as of June 30, 2025 and December 31, 2024 consisted of the following (in millions):
|
As of June 30,
2025 |
As of December 31,
2024 |
||||||||||
| Equity method investments | $ |
|
$ |
|
|||||||
| Other investments |
|
|
|||||||||
| Notes receivable |
|
|
|||||||||
| Income tax receivable |
|
|
|||||||||
| Post-retirement plan assets |
|
|
|||||||||
| Other |
|
|
|||||||||
| Total other assets | $ |
|
$ |
|
|||||||
Equity Method Investments
We have a portfolio of investments in a number of entities that are primarily focused on the development of real estate and other media and non-media businesses. No investments were individually significant for the periods presented.
Other Investments
We measure our investments, excluding equity method investments, at fair value or, in situations where fair value is not readily determinable, we have the option to value investments at cost plus observable changes in value, less impairment. Additionally, certain investments are measured at net asset value (“NAV”).
15
As of June 30, 2025 and December 31, 2024, we held $
113
million and $
228
million, respectively, in investments measured at fair value. As of June 30, 2025 and December 31, 2024, we held $
137
million and $
116
million, respectively, in investments measured at NAV. We recognized fair value adjustment losses of $
30
million and $
103
million for the three and six months ended June 30, 2025, respectively, and fair value adjustment losses of $
45
million and $
43
million for the three and six months ended June 30, 2024, respectively, associated with these investments, which are reflected in other expense, net in our consolidated statements of operations. As of June 30, 2025 and December 31, 2024, our unfunded commitments related to our investments valued using the NAV practical expedient totaled $
48
million and $
60
million, respectively.
3.
NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING:
Credit Agreement and Notes
During the first quarter of 2025, Sinclair Television Group, Inc. (“STG”), a wholly-owned subsidiary of Sinclair Broadcast Group, LLC (“SBG”), completed a series of financing transactions (the “Transactions”) as follows:
Exchanged $
711.4
million
aggregate principal amount outstanding of the
$
714
million
Term Loan B-3, which mature April 1, 2028 and bear interest at SOFR plus
3.00
%
, into second-out first lien Term Loan B-6 issued under a new credit agreement dated February 12, 2025 (the “New Credit Agreement”), which mature December 31, 2029 and bear interest at SOFR plus
3.30
%
. Exchanged all of the
$
731.3
million
aggregate principal amount outstanding of Term Loan B-4, which matured on April 21, 2029 and bore interest at SOFR plus
3.75
%, into second-out first lien Term Loan B-7 issued under the New Credit Agreement, which mature December 31, 2030 and bear interest at SOFR plus
4.10
%
.
Exchanged $
575
million
of commitments under the existing revolving credit facility into
$
575
million
first-out first lien revolving commitments (the “First-Out Revolving Credit Facility”) under the New Credit Agreement, which mature February 12, 2030 and borrowings thereunder will bear interest at SOFR plus
2.00
%
.
The existing bank credit agreement was amended as of February 12, 2025 (the “Amended Credit Agreement”) concurrent with the Transactions and entering into the New Credit Agreement, subordinating the secured obligations thereunder and eliminating substantially all covenants and certain events of default. As a result, the remaining
$
3
million
of Term Loan B-3 and the remaining
$
75
million
of commitments under the existing revolving credit facility are ranked as third lien obligations.
STG issued
$
1,430
million
aggregate principal amount of
8.125
%
first-out first lien secured notes due 2033 (the “
8.125
%
First-Out Notes”), which mature on February 15, 2033. The proceeds from the
8.125
%
First-Out Notes were used to repay in full the
$
1,175
million
aggregate principal amounts outstanding of Term Loan B-2 due 2026, a
pproximately $
63.6
million
aggregate principal amount of
4.125
%
Senior Secured Notes due 2030 at
84
%
of the principal amount, and a
pproximately $
104
million
aggregate principal amount of
5.125
%
Senior Notes due 2027 at
97
%
of the principal amount and to pay fees and expenses related to the Transactions.
Exchanged $
432
million
aggregate principal amount of the existing
4.125
%
Senior Secured Notes due 2030 into
9.750
%
senior secured second lien notes due 2033 (the “
9.750
%
Second Lien Notes”), which mature on February 15, 2033. Exchanged
$
238
million
aggregate principal amount of the existing
4.125
%
Senior Secured Notes due 2030 into
4.375
%
second-out first lien secured notes due 2032 (the “
4.375
%
Second-Out Notes”), which mature on December 31, 2032. The remaining
4.125
%
Senior Secured Notes due 2030 of
$
4
million
became unsecured obligations as the related indenture was amended to release all liens on the collateral and eliminate substantially all covenants and certain events of default.
For
the six months ended June 30, 2025
, we recognized a gain on extinguishment of the
4.125
%
Senior Secured Notes due 2030 and
5.125
%
Senior Notes due 2027 of
$
5
million
and
$
3
million
, respectively, and a loss on extinguishment of the Term Loan B-2 of
$
6
million.
16
The New Credit Agreement and the indentures for the
8.125
%
First-Out Notes,
4.375
%
Second-Out Notes, and
9.750
%
Second Lien Notes (collectively, the “New Indentures”) contain certain restrictive covenants including, but not limited to, restrictions on indebtedness, liens, restricted payments (including repayment of certain subordinated debt), investments, mergers, consolidations, sales and other dispositions of assets and affiliate transactions. These covenants are subject to a number of exceptions and limitations as described in the New Credit Agreement and New Indentures. The New Credit Agreement and New Indentures also include events of default, including certain cross-default and cross-acceleration provisions with other debt of STG, customary for agreements of its type.
Prior to February 15, 2028, December 1, 2025, and February 15, 2027, we may redeem the
8.125
%
First-Out Notes,
4.375
%
Second-Out Notes, and
9.750
%
Second Lien Notes, respectively, in whole or in part, at any time or from time to time at a price equal to
100
%
of the principal amount of the respective notes, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium as set forth in the New Indentures. On or prior to February 15, 2028 and February 15, 2027, we may redeem up to
40
%
of the aggregate principal amount of the
8.125
%
First-Out Notes and
9.750
%
Second Lien Notes, respectively, at a price equal to
108.125
%
and
109.750
%
of the principal amount of the
8.125
% First-Out Notes and
9.750
% Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the date of redemption using the proceeds of certain equity offerings. Prior to February 15, 2028 and February 15, 2027, we may redeem the
8.125
%
First-Out Notes and
9.750
%
Second Lien Notes, respectively, in whole but not in part, at a redemption price equal to
108.125
%
and
109.750
%
of the principal amount of the
8.125
%
First-Out Notes and
9.750
%
Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the redemption date upon certain change of control transactions or certain significant acquisitions. Beginning on December 1, 2025, we may redeem some or all of the
4.375
%
Second-Out Notes at any time or from time to time at the redemption prices set forth in the New Indentures, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, upon the sale of certain of STG’s assets or certain changes of control, we may be required to offer to repurchase some or all of the
8.125
%
First-Out Notes,
4.375
%
Second-Out Notes, and
9.750
%
Second Lien Notes.
The First-Out Revolving Credit Facility includes a financial maintenance covenant, the first-out first lien leverage ratio (as defined in the New Credit Agreement), which requires such ratio not to exceed
3.5
x, measured as of the end of each fiscal quarter, which is only applicable if
35
% or more of the capacity (as a percentage of total commitments) under the First-Out Revolving Credit Facility, measured as of the last day of each fiscal quarter, is utilized as of such date. Since there was
no
utilization under the First-Out Revolving Credit Facility as of June 30, 2025, STG was not subject to the financial maintenance covenant under the New Credit Agreement. As of June 30, 2025, the STG first-out first lien leverage ratio was below
3.5
x. The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of June 30, 2025.
During the three months ended June 30, 2025, we repurchased $
81
million aggregate principal amount of the
5.125
%
Senior Notes due 2027
for consideration of $
77
million. The
5.125
%
Senior Notes due 2027
acquired were canceled immediately following their acquisition. We recognized a gain on extinguishment of the
5.125
%
Senior Notes due 2027 of
$
4
million for both the three and six months ended June 30, 2025.
During the six months ended June 30, 2024, we repurchased $
27
million aggregate principal amount of Term Loan B-2 for consideration of $
25
million. The portions of Term Loan B-2 purchased were canceled immediately following their acquisition. We recognized a gain on extinguishment of the Term Loan B-2 of $
1
million for the six months ended June 30, 2024.
Finance Leases to Affiliates
The current portion of notes payable, finance leases, and commercial bank financing in our consolidated balance sheets includes finance leases to affiliates of $
3
million as of both June 30, 2025 and December 31, 2024. Notes payable, finance leases, and commercial bank financing, less current portion, in our consolidated balance sheets includes finances leases to affiliates of $
8
million and $
9
million as of June 30, 2025 and December 31, 2024, respectively. See
Note 8. Related Person Transactions.
17
Debt of Variable Interest Entities and Guarantees of Third-Party Obligations
STG jointly, severally, unconditionally, and irrevocably guaranteed $
2
million of debt of certain third parties as of both June 30, 2025 and December 31, 2024, all of which related to consolidated VIEs and is included in our consolidated balance sheets as of both June 30, 2025 and December 31, 2024. We provide a guarantee of certain obligations of the Marquee Sports Network (“Marquee”) subject to a maximum aggregate amount of $
455
million for the years 2025 through 2029. We accrued $
37
million related to this obligation for both the three and six months ended June 30, 2025, included in loss on asset dispositions and other, net in our consolidated statements of operations. As of June 30, 2025, $
24
million and $
13
million of this obligation are reflected in accounts payable and accrued liabilities and other long-term liabilities, respectively, in our consolidated balance sheets. See
Note 4. Commitments and Contingencies
for further discussion.
Interest Rate Swap
We entered into an interest rate swap effective February 7, 2023 and terminating on February 28, 2026 in order to manage a portion of our exposure to variable interest rates. The swap agreement has a notional amount of $
600
million, bears a fixed interest rate of
3.9
%, and we receive a floating rate of interest based on SOFR. See
Hedge Accounting
within
Note 1. Nature of Operations and Summary of Significant Accounting Policies
for further discussion. The fair value of the interest rate swap was an asset o
f $
1
million
as of June 30, 2025
, which is recorded in prepaid expenses and other current assets
in our consolidated balance sheets,
and
an asset of
$
1
million as of
December 31, 2024,
which is recorded in
other assets
in our consolidated balance sheets.
4.
COMMITMENTS AND CONTINGENCIES:
Litigation, Claims, and Regulatory Matters
We are a party to lawsuits, claims, and regulatory matters from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions. Except as noted below, we do not believe the outcome of these matters, individually or in the aggregate, will have a material effect on our financial statements.
FCC Matters
On May 22, 2020, the Federal Communications Commission (“FCC”) released an Order and Consent Decree pursuant to which the Company agreed to pay $
48
million to resolve the matters covered by a Notice of Apparent Liability for Forfeiture (“NAL”) issued in December 2017 proposing a $
13
million fine for alleged violations of the FCC’s sponsorship identification rules by the Company and certain of its subsidiaries, the FCC’s investigation of the allegations raised in the Hearing Designation Order issued in connection with the Company’s proposed acquisition of Tribune, and a retransmission related matter. The Company submitted the $
48
million payment on August 19, 2020. As part of the consent decree, the Company also agreed to implement a
four-year
compliance plan (which terminated on May 29, 2024).
Two
petitions were filed on June 8, 2020 seeking reconsideration of the Order and Consent Decree. The Company filed an opposition to the petitions on June 18, 2020, and the petitions remain pending.
On September 1, 2020, one of the individuals who filed a petition for reconsideration of the Order and Consent Decree filed a petition to deny the license renewal application of WBFF(TV), Baltimore, MD, and the license renewal applications of two other Baltimore, MD stations with which the Company has a JSA or LMA, Deerfield Media station WUTB(TV) and Cunningham Broadcasting Corporation (“Cunningham”) station WNUV(TV). The Company filed an opposition to the petition on October 1, 2020. On January 18, 2024, a motion was filed to request substitution of the petitioner, who is deceased. On January 29, 2024, the Company filed (1) an opposition to the motion for substitution and (2) a motion to dismiss the petition to deny the renewal applications. An opposition was filed to the motion to dismiss on February 5, 2024, and the Company timely filed its reply on February 13, 2024. On June 27, 2025, the FCC (i) denied the motion for substitution; (ii) dismissed the petition to deny; and (iii) granted the license renewal applications of WBFF(TV), WUTV(TV), and WNUV(TV). On April 14, 2025, the same attorney who filed the earlier petition against WBFF(TV), on behalf of a different client, filed a similar petition to deny the renewal applications by the Company seeking FCC consent to sell certain stations to a third party. The Company timely opposed the petition on April 24, 2025, the petitioner filed a reply on May 1, 2025. On July 1, 2025, the FCC dismissed that petition to deny and granted the applications.
18
On September 2, 2020, the FCC adopted a Memorandum Opinion and Order and NAL against the licensees of several stations with whom the Company has LMAs, JSAs, and/or SSAs in response to a complaint regarding those stations’ retransmission consent negotiations. The NAL proposed a $
0.5
million penalty for each station, totaling $
9
million. The licensees filed a response to the NAL on October 15, 2020, asking the FCC to dismiss the proceeding or, alternatively, to reduce the proposed forfeiture to $
25,000
per station. On July 28, 2021, the FCC issued a forfeiture order in which the $
0.5
million penalty was upheld for all but one station. A Petition for Reconsideration of the forfeiture order was filed on August 7, 2021. On March 14, 2022, the FCC released a Memorandum Opinion and Order and Order on Reconsideration, which reaffirmed the forfeiture order, dismissed (and in the alternative, denied) the Petition for Reconsideration, and stated that because the fines were not paid within the period stated in the July 2021 forfeiture order the FCC may refer the case to the U.S. Department of Justice (“DOJ”) for enforcement of the forfeiture pursuant to Section 504 of the Communications Act. Our understanding is that enforcement remains pending. The Company is not a party to this forfeiture order.
On September 21, 2022, the FCC released an NAL against the licensees of a number of stations, including
83
Company stations and several stations with whom the Company has LMAs, JSAs, and/or SSAs, for violation of the FCC’s limitations on commercial matter in children’s television programming related to KidsClick network programming distributed by the Company in 2018. The NAL proposed a fine of $
2.7
million against the Company, and fines ranging from $
20,000
to $
26,000
per station for the other licensees, including the LMA, JSA, and/or SSA stations, for a total of $
3.4
million. On October 21, 2022, the Company filed a written response seeking reduction of the proposed fine amount. On September 6, 2024, the FCC issued a forfeiture order imposing the fine as proposed in the NAL. The Company and all other affected licensees filed a joint petition for reconsideration of the forfeiture order on October 7, 2024. On June 27, 2025, the FCC adopted an Order and Consent Decree pursuant to which the Company agreed to make a voluntary contribution of $
500,000
to resolve, without any admission of liability, the forfeiture order (with respect to Company stations), a closed captioning investigation of Company station WUHF in Rochester, NY, and matters relating to certain of the Company’s pending station renewal applications. The consent decree states the forfeiture order will be resolved by separate action with respect to the non-Company licensees. As part of the consent decree, the Company also agreed to implement a two-year compliance plan relating to the FCC’s limits on commercial matter in children’s programming and closed captioning rules, and the FCC agreed to grant the license renewal applications of all Company stations involved in the matters resolved by the consent decree. The Company made the $
500,000
voluntary contribution on July 9, 2025.
Other Matters
On November 6, 2018, the Company agreed to enter into a proposed consent decree with the DOJ. This consent decree resolves the DOJ’s investigation into the sharing of pacing information among certain stations in some local markets. The DOJ filed the consent decree and related documents in the U.S. District Court for the District of Columbia on November 13, 2018. The U.S. District Court for the District of Columbia entered the consent decree on May 22, 2019. The consent decree is not an admission of any wrongdoing by the Company and does not subject the Company to any monetary damages or penalties. The Company believes that even if the pacing information was shared as alleged, it would not have impacted any pricing of advertisements or the competitive nature of the market. The consent decree requires the Company to adopt certain antitrust compliance measures, including the appointment of an Antitrust Compliance Officer, consistent with what the DOJ has required in previous consent decrees in other industries. The consent decree also requires the Company’s stations not to exchange pacing and certain other information with other stations in their local markets, which the Company’s management had already instructed them not to do.
19
The Company is aware of
twenty-two
putative class action lawsuits that were filed against the Company following published reports of the DOJ investigation into the exchange of pacing data within the industry. On October 3, 2018, these lawsuits were consolidated in the Northern District of Illinois. The consolidated action alleges that the Company and
thirteen
other broadcasters conspired to fix prices for commercials to be aired on broadcast television stations throughout the United States and engaged in unlawful information sharing, in violation of the Sherman Antitrust Act. The consolidated action seeks damages, attorneys’ fees, costs and interest, as well as injunctions against adopting practices or plans that would restrain competition in the ways the plaintiffs have alleged. The Court denied the defendants’ motion to dismiss on November 6, 2020. Discovery commenced shortly after that and is continuing. On December 8, 2023, the Court granted final approval of the settlements the plaintiffs had reached with four of the original defendants (CBS, Fox, Cox Media, and ShareBuilders), who agreed to pay a total of $
48
million to settle the plaintiffs’ claims against them. The plaintiffs are continuing to pursue their claims against the Company and the other non-settling defendants. Under the current schedule set by the Court, fact discovery is scheduled to close 90 days after a Special Master completes his review of the plaintiffs’ objections to the defendants’ privilege claims. On December 6, 2024, the plaintiffs filed a motion seeking sanctions against the Company in connection with the loss of certain cell phone data. On February 4, 2025, following briefing on that motion, the Court heard arguments and took the motion under advisement. On February 20, 2025, the Special Master issued Report and Recommendation No. 3 addressing plaintiffs’ challenges to certain of defendants’ privilege log entries (“R&R No. 3”), which compelled disclosure of certain documents Sinclair and the other non-settling defendants withheld from discovery based on assertions of privilege. Sinclair and the other co-defendants filed objections to R&R No. 3 and appeared at a status conference on March 18, 2025 during which they argued in favor of their objections to R&R No. 3. The Court took the objections under advisement. At the March 18, 2025 status conference, the Court also set a tentative trial date of April 1, 2026, and stated its expectations that depositions will resume. Although a trial date has been tentatively set, the Court has not issued an amended Scheduling Order, and the Special Master’s review of plaintiffs’ challenges to the defendants’ privilege claims remains ongoing. The Company continues to believe the lawsuits are without merit and intends to vigorously defend itself against all such claims.
On July 19, 2023, as part of the bankruptcy proceedings of Diamond Sports Group, LLC (“DSG”), at such time, an independently managed and unconsolidated subsidiary of Sinclair, DSG and its wholly-owned subsidiary, Diamond Sports Net, LLC, filed a complaint (the “Diamond Litigation”), under seal, in the United States Bankruptcy Court for the Southern District of Texas naming certain subsidiaries of Sinclair, including SBG and STG and certain officers of SBG and STG, as defendants.
In the complaint, plaintiffs challenged a series of transactions involving SBG and certain of its subsidiaries, on the one hand, and DSG and its subsidiaries, on the other hand, since SBG acquired the former Fox Sports regional sports networks from The Walt Disney Company in August 2019. The complaint alleged, among other things, that the management services agreement (the “MSA”) entered into by STG and DSG was not fair to DSG and was designed to benefit STG and SBG; that the Bally’s Corporation (“Bally’s”) transaction in November 2020 through which Bally’s acquired naming rights to certain regional sports networks was not fair to DSG and was designed to benefit STG and SBG; and that certain distributions made by DSG that were used to pay down preferred equity of DSH, were inappropriate and were conducted at a time when DSG was insolvent. The complaint also alleged that SBG and its subsidiaries (other than DSG and its subsidiaries) received payments or indirect benefits of approximately $
1.5
billion as a result of the alleged misconduct. The complaint asserted a variety of claims, including certain fraudulent transfers of assets, unlawful distributions and payments, breaches of contracts, unjust enrichment and breaches of fiduciary duties. The plaintiffs sought, among other relief, avoidance of fraudulent transfers and unlawful distributions, and unspecified monetary damages to be determined.
On March 1, 2024, the court approved a global settlement and release of all claims associated with the Diamond Litigation, which settlement included an amendment to the MSA. Sinclair entered into the settlement, without admitting any fault or wrongdoing. The settlement terms included, among other things, DSG’s dismissal with prejudice of its $
1.5
billion litigation against Sinclair and all other defendants, along with the full and final satisfaction and release of all claims in that litigation against all defendants, including Sinclair and its subsidiaries, in exchange for Sinclair’s cash payment to DSG of $
495
million. Additionally, under the terms of the settlement, Sinclair would provide transition services to DSG to allow DSG to become a self-standing entity going forward. During the first quarter of 2024, we paid $
50
million related to the settlement. The final settlement payment was made during the second quarter of 2024 and of the total $
495
million settlement amount paid, $
347
million was paid by STG and $
148
million was paid by Ventures. On January 2, 2025, DSG announced that it had emerged from bankruptcy, at which time, Sinclair’s equity interest in DSG was terminated.
20
We have provided a guarantee that requires us to provide funding to Marquee under certain circumstances. On July 19, 2024, Marquee sent us a funding notice seeking $
29
million under the Marquee guarantee by August 1, 2024 purportedly to make payments under certain agreements to affiliates of the Chicago Cubs, an affiliate of which is also a co-owner of Marquee. Based on the information provided to us by Marquee, Marquee has sufficient cash to make such payments without funding under the Marquee guarantee. For this and other reasons, we do not believe we are contractually required to provide funding under the Marquee guarantee at this time and have so informed Marquee. On August 2, 2024, Marquee sent us another letter claiming that our failure to timely pay the amounts subject to Marquee’s funding notice constitutes a breach of the Marquee guarantee and requesting payment of such amounts no later than August 17, 2024 at which time Marquee has stated it will pursue any and all available remedies pursuant to the Marquee guarantee. As of January 1, 2025, we determined we had no further obligations under the guarantee agreement. Marquee disputed this position, and on June 9, 2025, we entered into a binding term sheet to settle the matter. As part of the settlement, the parties agreed that the guarantee would be in effect through 2029; however, the maximum obligation under the guarantee agreement was reduced. As a result of the execution of this binding term sheet, we have concluded that our obligation to pay under a portion of the guarantee is probable and the loss related thereto could be reasonably estimated, thus recorded an estimated obligation related to this arrangement during the three months ended June 30, 2025 (as further discussed in
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
). Because loss contingencies are inherently unpredictable and unfavorable developments can occur, the assessment requires judgment about future events. Moreover, there is no assurance that contingencies will be satisfied and the ultimate loss may differ materially from the estimated obligation we have recorded.
5.
EARNINGS PER SHARE:
The following table reconciles income (numerator) and shares (denominator) used in our computations of basic and diluted earnings per share for the periods presented (in millions, except share amounts which are reflected in thousands):
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Income (Numerator) | |||||||||||||||||||||||
| Net (loss) income | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
| Net income attributable to the noncontrolling interests |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Numerator for basic and diluted earnings per common share available to common shareholders | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
| Shares (Denominator) | |||||||||||||||||||||||
| Basic weighted-average common shares outstanding |
|
|
|
|
|||||||||||||||||||
| Dilutive effect of stock-settled appreciation rights and outstanding stock options |
|
|
|
|
|||||||||||||||||||
| Diluted weighted-average common and common equivalent shares outstanding |
|
|
|
|
|||||||||||||||||||
The following table shows the weighted-average stock-settled appreciation rights and outstanding stock options (in thousands) that are excluded from the calculation of diluted earnings per common share as the inclusion of such shares would be anti-dilutive:
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Weighted-average stock-settled appreciation rights and outstanding stock options excluded |
|
|
|
|
|||||||||||||||||||
21
6.
SEGMENT DATA:
We measure segment performance based on operating income (loss). For the quarter ended June 30, 2025, we had
two
reportable segments, local media and tennis. Our local media segment includes our television stations, original networks and content and provides these through free over-the-air programming to television viewing audiences for stations in markets located throughout the continental United States, as well as distributes the content of these stations to MVPDs for distribution to their customers in exchange for contractual fees. See
Revenue Recognition
under
Note 1. Nature of Operations and Summary of Significant Accounting Policies
for further detail. Our tennis segment provides viewers coverage of many of tennis’ top tournaments and original professional sport and tennis lifestyle shows. Other and corporate are not reportable segments but are included for reconciliation purposes. Other primarily consists of non-broadcast digital and internet solutions, technical services, and non-media investments. Corporate costs primarily include our costs to operate as a public company and to operate our corporate headquarters location. All our businesses are located within the United States. The local media segment assets are owned and operated by SBG, the assets of the tennis segment are owned and operated by Ventures, and the assets in other and corporate are owned and operated by Ventures.
Segment financial information is included in the following tables for the periods presented (in millions):
| As of June 30, 2025 | Local Media | Tennis | Other & Corporate | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Assets | $ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
||||||||||||||||||||||
22
| For the three months ended June 30, 2025 | Local Media | Tennis | Other & Corporate | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
$ |
(
|
(b) | $ |
|
|||||||||||||||||||||
| Media programming and production expenses |
|
|
|
|
|
|||||||||||||||||||||||||||
| Media selling, general and administrative expenses |
|
|
|
(
|
|
|||||||||||||||||||||||||||
| Depreciation of property and equipment and amortization of definite-lived intangibles and other assets |
|
|
|
|
|
|||||||||||||||||||||||||||
| Amortization of program costs |
|
|
|
|
|
|||||||||||||||||||||||||||
| Corporate general and administrative expenses |
|
|
|
|
|
|||||||||||||||||||||||||||
| (Gain) loss on asset dispositions and other, net |
(
|
|
|
|
|
|||||||||||||||||||||||||||
| Other segment items (a) |
|
|
|
(
|
|
|||||||||||||||||||||||||||
| Operating income (loss) | $ |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
||||||||||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
| Loss from equity method investments |
|
(
|
|
|
(
|
|||||||||||||||||||||||||||
| Gain on extinguishment of debt |
|
|
|
|
|
|||||||||||||||||||||||||||
| Other income (expense), net |
|
|
(
|
|
(
|
|||||||||||||||||||||||||||
| Loss before income taxes | $ |
(
|
||||||||||||||||||||||||||||||
| For the six months ended June 30, 2025 | Local Media | Tennis | Other & Corporate | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
$ |
(
|
(b) | $ |
|
|||||||||||||||||||||
| Media programming and production expenses |
|
|
|
|
|
|||||||||||||||||||||||||||
| Media selling, general and administrative expenses |
|
|
|
(
|
|
|||||||||||||||||||||||||||
| Depreciation of property and equipment and amortization of definite-lived intangibles and other assets |
|
|
|
|
|
|||||||||||||||||||||||||||
| Amortization of program costs |
|
|
|
|
|
|||||||||||||||||||||||||||
| Corporate general and administrative expenses |
|
|
|
|
|
|||||||||||||||||||||||||||
| (Gain) loss on asset dispositions and other, net |
(
|
|
|
|
|
|||||||||||||||||||||||||||
| Other segment items (a) |
|
|
|
(
|
|
|||||||||||||||||||||||||||
| Operating income (loss) | $ |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
||||||||||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
| Loss from equity method investments |
|
(
|
(
|
|
(
|
|||||||||||||||||||||||||||
| Gain on extinguishment of debt |
|
|
|
|
|
|||||||||||||||||||||||||||
| Other income (expense), net |
|
|
(
|
|
(
|
|||||||||||||||||||||||||||
| Loss before income taxes | $ |
(
|
||||||||||||||||||||||||||||||
23
| For the three months ended June 30, 2024 | Local Media | Tennis | Other & Corporate | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
$ |
(
|
(b) | $ |
|
|||||||||||||||||||||
| Media programming and production expenses |
|
|
|
|
|
|||||||||||||||||||||||||||
| Media selling, general and administrative expenses |
|
|
|
(
|
|
|||||||||||||||||||||||||||
| Depreciation of property and equipment and amortization of definite-lived intangibles and other assets |
|
|
|
(
|
|
|||||||||||||||||||||||||||
| Amortization of program costs |
|
|
|
|
|
|||||||||||||||||||||||||||
| Corporate general and administrative expenses |
|
|
|
|
|
|||||||||||||||||||||||||||
| Loss on asset dispositions and other, net |
|
|
|
|
|
|||||||||||||||||||||||||||
| Other segment items (a) |
|
|
|
(
|
|
|||||||||||||||||||||||||||
| Operating income (loss) | $ |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
||||||||||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
| Income from equity method investments |
|
|
|
|
|
|||||||||||||||||||||||||||
| Other income (expense), net |
|
|
(
|
|
(
|
|||||||||||||||||||||||||||
| Income before income taxes | $ |
|
||||||||||||||||||||||||||||||
| For the six months ended June 30, 2024 | Local Media | Tennis | Other & Corporate | Eliminations | Consolidated | |||||||||||||||||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
$ |
(
|
(b) | $ |
|
|||||||||||||||||||||
| Media programming and production expenses |
|
|
|
|
|
|||||||||||||||||||||||||||
| Media selling, general and administrative expenses |
|
|
|
(
|
|
|||||||||||||||||||||||||||
| Depreciation of property and equipment and amortization of definite-lived intangibles and other assets |
|
|
|
(
|
|
|||||||||||||||||||||||||||
| Amortization of program costs |
|
|
|
|
|
|||||||||||||||||||||||||||
| Corporate general and administrative expenses |
|
|
|
|
|
|||||||||||||||||||||||||||
| Loss on asset dispositions and other, net |
|
|
|
|
|
|||||||||||||||||||||||||||
| Other segment items (a) |
|
|
|
(
|
|
|||||||||||||||||||||||||||
| Operating income (loss) | $ |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
||||||||||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
| (Loss) income from equity method investments |
|
(
|
|
|
|
|||||||||||||||||||||||||||
| Gain on extinguishment of debt |
|
|
|
|
|
|||||||||||||||||||||||||||
| Other income (expense), net |
|
|
(
|
|
(
|
|||||||||||||||||||||||||||
| Income before income taxes | $ |
|
||||||||||||||||||||||||||||||
(a)
Other segment items relate primarily to non-media expenses.
(b)
Includes $
5
million and $
9
million for the three and six months ended June 30, 2025, respectively, and $
3
million and $
5
million for the three and six months ended June 30, 2024, respectively, of revenue for services provided by other to local media, which is eliminated in consolidation.
24
7.
VARIABLE INTEREST ENTITIES:
Certain of our stations provide services to other station owners within the same respective market through agreements, such as LMAs, where we provide programming, sales, operational, and administrative services, and JSAs and SSAs, where we provide non-programming, sales, operational, and administrative services. In certain cases, we have also entered into purchase agreements or options to purchase the license related assets of the licensee. We typically own the majority of the non-license assets of the stations, and in some cases where the licensee acquired the license assets concurrent with our acquisition of the non-license assets of the station, we have provided guarantees to the bank for the licensee’s acquisition financing. The terms of the agreements vary but generally have initial terms of over
five years
with several optional renewal terms. Based on the terms of the agreements and the significance of our investment in the stations, we are the primary beneficiary when, subject to the ultimate control of the licensees, we have the power to direct the activities which significantly impact the economic performance of the VIE through the services we provide and we absorb losses and returns that would be considered significant to the VIEs. The fees paid between us and the licensees pursuant to these arrangements are eliminated in consolidation.
The carrying amounts and classification of the assets and liabilities of the VIEs mentioned above, which have been included in our consolidated balance sheets as of the dates presented, were as follows (in millions):
|
As of June 30,
2025 |
As of December 31,
2024 |
||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Accounts receivable, net | $ |
|
$ |
|
|||||||
| Other current assets |
|
|
|||||||||
| Total current assets |
|
|
|||||||||
| Property and equipment, net |
|
|
|||||||||
| Goodwill and indefinite-lived intangible assets |
|
|
|||||||||
| Definite-lived intangible assets, net |
|
|
|||||||||
| Total assets | $ |
|
$ |
|
|||||||
| LIABILITIES | |||||||||||
| Current liabilities: | |||||||||||
| Other current liabilities | $ |
|
$ |
|
|||||||
| Notes payable, finance leases and commercial bank financing, less current portion |
|
|
|||||||||
| Other long-term liabilities |
|
|
|||||||||
| Total liabilities | $ |
|
$ |
|
|||||||
The amounts above represent the combined assets and liabilities of the VIEs described above, for which we are the primary beneficiary. Total liabilities associated with certain outsourcing agreements and purchase options with certain VIEs, which are excluded from the above, were $
127
million as of June 30, 2025 and $
128
million as of December 31, 2024, as these amounts are eliminated in consolidation. The assets of each of these consolidated VIEs can only be used to settle the obligations of the VIE. As of June 30, 2025, all of the liabilities are non-recourse to us except for the debt of certain VIEs. See
Debt of Variable Interest Entities and Guarantees of Third-Party Obligations
under
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
for further discussion. The risk and reward characteristics of the VIEs are similar.
Other VIEs
We have several investments in entities which are considered VIEs. However, we do not participate in the management of these entities, including the day-to-day operating decisions or other decisions which would allow us to control the entity, and therefore, we are not considered the primary beneficiary of these VIEs.
25
The carrying amounts of our investments in these VIEs for which we are not the primary beneficiary were $
77
million and $
79
million as of June 30, 2025 and December 31, 2024, respectively, and are included in other assets in our consolidated balance sheets. See
Note 2. Other Assets
for more information related to our equity investments. Our maximum exposure is equal to the carrying value of our investments. The income and loss related to equity method investments and other investments are recorded in (loss) income from equity method investments and other expense, net, respectively, in our consolidated statements of operations. We recorded losses of $
1
million and $
2
million for the three and six months ended June 30, 2025, respectively, and losses of $
22
million and $
23
million for the three and six months ended June 30, 2024, respectively, related to these investments.
8.
RELATED PERSON TRANSACTIONS:
Transactions With Our Controlling Shareholders
David, Frederick, J. Duncan, and Robert Smith (collectively, the “controlling shareholders”) are brothers and hold substantially all of our Class B Common Stock and some of our Class A Common Stock. We engaged in the following transactions with them and/or entities in which they have substantial interests:
Leases.
Certain assets used by us and our operating subsidiaries are leased from entities owned by the controlling shareholders. Lease payments made to these entities were $
1
million and $
3
million for the three and six months ended June 30, 2025, respectively, and $
1
million and $
3
million for the three and six months ended June 30, 2024, respectively. For further information, see
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
.
Charter Aircraft.
We lease aircraft owned by certain controlling shareholders. For all leases, we incurred expenses of $
0.2
million for the six months ended June 30, 2025 and less than $
0.1
million for both the three and six months ended June 30, 2024.
The Baltimore Sun
. David Smith is the majority shareholder of The Baltimore Sun. We have entered into agreements with The Baltimore Sun to provide independent contractor services, sales representation, news resource sharing, and content sharing. In relation to these agreements, we recorded revenue of $
0.2
million and $
0.3
million for the three and six months ended June 30, 2025, respectively.
Cunningham Broadcasting Corporation
Cunningham owns a portfolio of television stations, including: WNUV-TV Baltimore, Maryland; WRGT-TV Dayton, Ohio; WVAH-TV Charleston, West Virginia; WMYA-TV Anderson, South Carolina; WTTE-TV Columbus, Ohio; WDBB-TV Birmingham, Alabama; WBSF-TV Flint, Michigan; WGTU-TV/WGTQ-TV Traverse City/Cadillac, Michigan; WEMT-TV Tri-Cities, Tennessee; WYDO-TV Greenville, North Carolina; KBVU-TV/KCVU-TV Eureka/Chico-Redding, California; WPFO-TV Portland, Maine; KRNV-DT/KENV-DT Reno, Nevada/Salt Lake City, Utah; and KTXD-TV in Dallas, Texas (collectively, the “Cunningham Stations”). Certain of our stations provide services to the Cunningham Stations pursuant to LMAs or JSAs and SSAs. See
Note 7. Variable Interest Entities
, for further discussion of the scope of services provided under these types of arrangements.
All the non-voting stock of the Cunningham Stations is owned by trusts for the benefit of the children of our controlling shareholders. We consolidate certain subsidiaries of Cunningham with which we have variable interests through various arrangements related to the Cunningham Stations.
26
The services provided to WNUV-TV, WMYA-TV, WTTE-TV, WRGT-TV and WVAH-TV are governed by a master agreement which has a current term that expires on July 1, 2028 and there is
one
additional
five-year
renewal term remaining with final expiration on July 1, 2033. We also executed purchase agreements to acquire the license related assets of these stations from Cunningham, which grant us the right to acquire, and grant Cunningham the right to require us to acquire, subject to applicable FCC rules and regulations,
100
% of the capital stock or the assets of these individual subsidiaries of Cunningham. Pursuant to the terms of this agreement we are obligated to pay Cunningham an annual fee for the television stations equal to the greater of (i)
3
% of each station’s annual net broadcast revenue or (ii) $
6
million. The aggregate purchase price of these television stations increases by
6
% annually. A portion of the fee is required to be applied to the purchase price to the extent of the
6
% increase. The cumulative prepayments made under these purchase agreements were $
71
million and $
69
million as of June 30, 2025 and December 31, 2024, respectively. The remaining aggregate purchase price of these stations, net of prepayments, as of both June 30, 2025 and December 31, 2024, was approximately $
54
million. Additionally, we provide services to WDBB-TV pursuant to an LMA, which expires April 22, 2030, and have a purchase option to acquire for $
0.2
million. Under these agreements, we paid Cunningham $
3
million and $
6
million for the three and six months ended June 30, 2025, respectively, and $
3
million and $
6
million for the three and six months ended June 30, 2024, respectively.
The agreements with KBVU-TV/KCVU-TV, KRNV-DT/KENV-DT, WBSF-TV, WDBB-TV, WEMT-TV, WGTU-TV/WGTQ-TV, WPFO-TV, and WYDO-TV expire between August 2025 and April 2030 and certain stations have renewal provisions for successive
eight-year
periods.
As we consolidate the licensees as VIEs, the amounts we earn or pay under the arrangements are eliminated in consolidation and the gross revenues of the stations are reported in our consolidated statements of operations. Our consolidated revenues include $
31
million and $
65
million for the three and six months ended June 30, 2025, respectively, and $
34
million and $
68
million for the three and six months ended June 30, 2024, respectively, related to the Cunningham Stations.
We have an agreement with Cunningham to provide master control equipment and provide master control services to a station in Johnstown, PA with which Cunningham has an LMA that expires in December 2025. Under the agreement, Cunningham paid us an initial fee of $
1
million and pays us $
0.3
million annually for master control services plus the cost to maintain and repair the equipment. In addition, we have an agreement with Cunningham to provide a news share service with the Johnstown, PA station for an annual fee of $
0.6
million, which increases by
3
% on each anniversary and expires in November 2025.
We have multi-cast agreements with Cunningham Stations in the Eureka/Chico-Redding, California; Tri-Cities, Tennessee; Anderson, South Carolina; Baltimore, Maryland; Portland, Maine; Charleston, West Virginia; Dallas, Texas; and Greenville, North Carolina markets. In exchange for carriage of these networks in their markets, we paid $
0.3
million and $
0.6
million for the three and six months ended June 30, 2025, respectively, and $
0.5
million and $
1.0
million for the three and six months ended June 30, 2024, respectively, under these agreements.
Leased Property by Real Estate Ventures
Prior to September 2024, certain of our real estate ventures entered into leases with entities owned by members of the Smith Family. Total rent payments received under these leases were $
0.3
million and $
0.7
million for the three and six months ended June 30, 2024, respectively.
WG Communications Group
The wife of Robert Weisbord, our Chief Operating Officer and President of Local Media, has an ownership interest in WG Communications Group (“WGC”). We received revenue from advertisers represented by WGC of less than $
0.1
million and $
0.1
million for the three and six months ended June 30, 2025, respectively, and $
0.1
million and $
0.2
million for the three and six months ended June 30, 2024, respectively, and made payments to WGC of less than $
0.1
million for all of the three and six months ended June 30, 2025 and 2024.
27
Employees
Jason Smith, an employee of the Company, is the son of Frederick Smith, who is a Vice President of the Company and a member of the Company’s Board of Directors. Jason Smith received total compensation of $
0.3
million for both the three months ended June 30, 2025 and 2024 and $
0.7
million and $
0.5
million for the six months ended June 30, 2025 and 2024, respectively, consisting of salary and bonus, and was granted
159,607
and
37,566
shares of restricted stock, vesting over
two years
, for the six months ended June 30, 2025 and 2024, respectively, and
500,000
stock appreciation rights, vesting over
two years
, for the six months ended June 30, 2024.
Ethan White, an employee of the Company, is the son-in-law of J. Duncan Smith, who is a Vice President of the Company and Secretary of the Company’s Board of Directors. Ethan White received total compensation of $
0.1
million for both the three months ended June 30, 2025 and 2024 and $
0.1
million for both the six months ended June 30, 2025 and 2024, consisting of salary, and was granted
3,244
and
1,503
shares of restricted stock, vesting over
two years
, for the six months ended June 30, 2025 and 2024, respectively.
Ryan McCoy, an employee of the Company, is the son-in-law of J. Duncan Smith. Ryan McCoy received total compensation of less than $
0.1
million for both the three months ended June 30, 2025 and 2024 and $
0.1
million for both the six months ended June 30, 2025 and 2024, consisting of salary.
Amberly Thompson, an employee of the Company, is the daughter of Donald Thompson, who is an Executive Vice President and Chief Human Resources Officer of the Company. Amberly Thompson received total compensation of less than $
0.1
million for both the three months ended June 30, 2025 and 2024 and $
0.1
million for both the six months ended June 30, 2025 and 2024, consisting of salary, and was granted
285
shares of restricted stock, vesting over
two years
, during the six months ended June 30, 2025.
Frederick Smith is the brother of David Smith, Executive Chairman of the Company and Chairman of the Company’s Board of Directors; Robert Smith, a member of the Company’s Board of Directors; and J. Duncan Smith. Frederick Smith received total compensation of $
0.2
million for both the three months ended June 30, 2025 and 2024 and $
0.4
million for both the six months ended June 30, 2025 and 2024, consisting of salary and bonus.
J. Duncan Smith is the brother of David Smith, Frederick Smith, and Robert Smith. J. Duncan Smith received total compensation of $
0.2
million for both the three months ended June 30, 2025 and 2024 and $
0.4
million for both the six months ended June 30, 2025 and 2024, consisting of salary and bonus.
9.
FAIR VALUE MEASUREMENTS:
Accounting guidance provides for valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). A fair value hierarchy using three broad levels prioritizes the inputs to valuation techniques used to measure fair value. The following is a brief description of those three levels:
•
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
•
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
•
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
28
The following table sets forth the face value and fair value of our financial assets and liabilities for the periods presented (in millions):
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| Face Value | Fair Value | Face Value | Fair Value | ||||||||||||||||||||
| Level 1: | |||||||||||||||||||||||
| Investments in equity securities | N/A | $ |
|
N/A | $ |
|
|||||||||||||||||
| Money market funds | N/A |
|
N/A |
|
|||||||||||||||||||
| Deferred compensation assets | N/A |
|
N/A |
|
|||||||||||||||||||
| Deferred compensation liabilities | N/A |
|
N/A |
|
|||||||||||||||||||
| Level 2: | |||||||||||||||||||||||
| Investments in equity securities (a) | N/A |
|
N/A |
|
|||||||||||||||||||
| Interest rate swap (b) | N/A |
|
N/A |
|
|||||||||||||||||||
| STG (c): | |||||||||||||||||||||||
|
|
$ |
|
|
$ |
|
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
| Term Loan B-2, due September 30, 2026 (d) |
|
|
|
|
|||||||||||||||||||
| Term Loan B-3, due April 1, 2028 (d) |
|
|
|
|
|||||||||||||||||||
| Term Loan B-4, due April 21, 2029 (d) |
|
|
|
|
|||||||||||||||||||
| Term Loan B-6, due December 31, 2029 (d) |
|
|
|
|
|||||||||||||||||||
| Term Loan B-7, due December 31, 2030 (d) |
|
|
|
|
|||||||||||||||||||
| Debt of variable interest entities (c) |
|
|
|
|
|||||||||||||||||||
| Level 3: | |||||||||||||||||||||||
| Investments in equity securities (e) | N/A |
|
N/A |
|
|||||||||||||||||||
N/A - Not applicable
(a)
Consists of warrants to acquire marketable common equity securities. The fair value of the warrants are derived from the quoted trading prices of the underlying common equity securities less the exercise price.
(b)
T
he fair value of the interest rate swap was an asset as of both June 30, 2025 and December 31, 2024.
See
Hedge Accounting
within
Note 1. Nature of Operations and Summary of Significant Accounting Policies
and
Interest Rate Swap
within
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
.
(c)
Amounts are carried in our consolidated balance sheets net of debt discount and deferred financing cost, which are excluded in the above table, of $
58
million and $
36
million as of June 30, 2025 and December 31, 2024, respectively.
(d)
STG completed a series of financing transactions, including a new money financing and debt recapitalization, during the six months ended June 30, 2025. For further information, see
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
.
(e)
Amounts primarily relate to warrants and options to acquire common equity in Bally’s. We recorded a fair value adjustment
loss
of $
8
million for the six months ended June 30, 2025 and losses of $
7
million and $
8
million for the three and six months ended June 30, 2024, respectively. The fair value of the warrants is primarily derived from the quoted trading prices of the underlying common equity. The fair value of the options is derived utilizing the Black Scholes valuation model. The most significant inputs include the trading price of the underlying common stock and the exercise price of the options, which range from $
30
to $
45
per share. During the six months ended June 30, 2025 all outstanding awards to acquire common equity in Bally’s were converted to warrants and transferred to Level 2.
29
The following table summarizes the changes in financial assets measured at fair value on a recurring basis and categorized as Level 3 under the fair value hierarchy for the three and six months ended June 30, 2025 and 2024 (in millions):
| Three Months Ended June 30, 2025 | |||||
| Fair value at March 31, 2025 | $ |
|
|||
| Fair value at June 30, 2025 | $ |
|
|||
| Six Months Ended June 30, 2025 | |||||
| Fair value at December 31, 2024 | $ |
|
|||
| Transfer to Level 2 |
(
|
||||
| Measurement adjustments |
(
|
||||
| Fair value at June 30, 2025 | $ |
|
|||
| Three Months Ended June 30, 2024 | |||||
| Fair value at March 31, 2024 | $ |
|
|||
| Measurement adjustments |
(
|
||||
| Fair value at June 30, 2024 | $ |
|
|||
| Six Months Ended June 30, 2024 | |||||
| Fair value at December 31, 2023 | $ |
|
|||
| Measurement adjustments |
(
|
||||
| Fair value at June 30, 2024 | $ |
|
|||
30
ITEM 1B. FINANCIAL STATEMENTS OF SINCLAIR BROADCAST GROUP, LLC
31
SINCLAIR BROADCAST GROUP, LLC
CONSOLIDATED BALANCE SHEETS
(in millions) (Unaudited)
|
As of June 30,
2025 |
As of December 31,
2024 |
||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ |
|
$ |
|
|||||||
|
Accounts receivable, net of allowance for doubtful accounts of $
|
|
|
|||||||||
| Income taxes receivable |
|
|
|||||||||
| Prepaid expenses and other current assets |
|
|
|||||||||
| Assets held-for-sale |
|
|
|||||||||
| Total current assets |
|
|
|||||||||
| Property and equipment, net |
|
|
|||||||||
| Operating lease assets |
|
|
|||||||||
| Goodwill |
|
|
|||||||||
| Indefinite-lived intangible assets |
|
|
|||||||||
| Customer relationships, net |
|
|
|||||||||
| Other definite-lived intangible assets, net |
|
|
|||||||||
| Other assets |
|
|
|||||||||
| Total assets (a) | $ |
|
$ |
|
|||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ |
|
$ |
|
|||||||
| Income taxes payable |
|
|
|||||||||
| Current portion of notes payable, finance leases, and commercial bank financing |
|
|
|||||||||
| Current portion of operating lease liabilities |
|
|
|||||||||
| Current portion of program contracts payable |
|
|
|||||||||
| Other current liabilities |
|
|
|||||||||
| Liabilities held-for-sale |
|
|
|||||||||
| Total current liabilities |
|
|
|||||||||
| Notes payable, finance leases, and commercial bank financing, less current portion |
|
|
|||||||||
| Operating lease liabilities, less current portion |
|
|
|||||||||
| Program contracts payable, less current portion |
|
|
|||||||||
| Deferred tax liabilities |
|
|
|||||||||
| Other long-term liabilities |
|
|
|||||||||
| Total liabilities (a) |
|
|
|||||||||
|
Commitments and contingencies (See
Note 4
)
|
|
|
|||||||||
| SBG member's deficit: | |||||||||||
| Accumulated deficit |
(
|
(
|
|||||||||
| Accumulated other comprehensive income |
|
|
|||||||||
| Total SBG member’s deficit |
(
|
(
|
|||||||||
| Noncontrolling interests |
(
|
(
|
|||||||||
| Total deficit |
(
|
(
|
|||||||||
| Total liabilities and deficit | $ |
|
$ |
|
|||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
(a)
Sinclair Broadcast Group, LLC’s (“SBG”) consolidated total assets as of June 30, 2025 and December 31, 2024 include total assets of variable interest entities (“VIE”) of $
61
million and $
70
million, respectively, which can only be used to settle the obligations of the VIEs. SBG’s consolidated total liabilities as of June 30, 2025 and December 31, 2024 include total liabilities of VIEs of $
7
million and $
16
million, respectively, for which the creditors of the VIEs have no recourse to SBG. See
Note 6. Variable Interest Entities
.
32
SINCLAIR BROADCAST GROUP, LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions) (Unaudited)
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Media revenues | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||
| Media programming and production expenses |
|
|
|
|
|||||||||||||||||||
| Media selling, general and administrative expenses |
|
|
|
|
|||||||||||||||||||
| Amortization of program costs |
|
|
|
|
|||||||||||||||||||
| Non-media expenses |
|
|
|
|
|||||||||||||||||||
| Depreciation of property and equipment |
|
|
|
|
|||||||||||||||||||
| Corporate general and administrative expenses |
|
|
|
|
|||||||||||||||||||
| Amortization of definite-lived intangible assets |
|
|
|
|
|||||||||||||||||||
| Loss on asset dispositions and other, net |
|
|
|
|
|||||||||||||||||||
| Total operating expenses |
|
|
|
|
|||||||||||||||||||
| Operating income |
|
|
|
|
|||||||||||||||||||
| OTHER INCOME (EXPENSE): | |||||||||||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Gain on extinguishment of debt |
|
|
|
|
|||||||||||||||||||
| Other income, net |
|
|
|
|
|||||||||||||||||||
| Total other expense, net |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| (Loss) income before income taxes |
(
|
|
(
|
|
|||||||||||||||||||
| INCOME TAX BENEFIT |
|
|
|
|
|||||||||||||||||||
| NET (LOSS) INCOME |
(
|
|
(
|
|
|||||||||||||||||||
| Net income attributable to the noncontrolling interests |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO SBG | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
33
SINCLAIR BROADCAST GROUP, LLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in millions) (Unaudited)
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net (loss) income | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
| Unrealized gain (loss) on interest rate swap, net of tax |
|
|
(
|
|
|||||||||||||||||||
| Comprehensive (loss) income |
(
|
|
(
|
|
|||||||||||||||||||
| Comprehensive income attributable to the noncontrolling interests |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Comprehensive (loss) income attributable to Sinclair | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
34
SINCLAIR BROADCAST GROUP, LLC
CONSOLIDATED STATEMENTS OF MEMBER’S DEFICIT AND NONCONTROLLING INTERESTS
(in millions) (Unaudited)
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||
|
SBG Member
|
|||||||||||||||||||||||
| Accumulated Deficit |
Accumulated
Other
Comprehensive
Income
|
Noncontrolling
Interests |
Total Deficit | ||||||||||||||||||||
| BALANCE, March 31, 2024 | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Contributions from member, net |
|
— | — |
|
|||||||||||||||||||
| Distributions to noncontrolling interests | — | — |
(
|
(
|
|||||||||||||||||||
| Other comprehensive income | — |
|
— |
|
|||||||||||||||||||
| Net income |
|
— |
|
|
|||||||||||||||||||
| BALANCE, June 30, 2024 | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||
|
SBG Member
|
|||||||||||||||||||||||
| Accumulated Deficit |
Accumulated
Other
Comprehensive
Income
|
Noncontrolling
Interests |
Total Deficit | ||||||||||||||||||||
| BALANCE, December 31, 2023 | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Contributions from member, net |
|
— | — |
|
|||||||||||||||||||
| Distributions to noncontrolling interests | — | — |
(
|
(
|
|||||||||||||||||||
| Other comprehensive income | — |
|
— |
|
|||||||||||||||||||
| Net income |
|
— |
|
|
|||||||||||||||||||
| BALANCE, June 30, 2024 | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
35
SINCLAIR BROADCAST GROUP, LLC
CONSOLIDATED STATEMENTS OF MEMBER’S DEFICIT AND NONCONTROLLING INTERESTS
(in millions) (Unaudited)
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
|
SBG Member
|
|||||||||||||||||||||||
| Accumulated Deficit |
Accumulated
Other
Comprehensive
Income
|
Noncontrolling
Interests |
Total Deficit | ||||||||||||||||||||
| BALANCE, March 31, 2025 | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Distributions to member, net |
(
|
— | — |
(
|
|||||||||||||||||||
| Distributions to noncontrolling interests | — | — |
(
|
(
|
|||||||||||||||||||
| Acquisition of noncontrolling interests |
(
|
— |
|
|
|||||||||||||||||||
| Net (loss) income |
(
|
— |
|
(
|
|||||||||||||||||||
| BALANCE, June 30, 2025 | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
|
SBG Member
|
|||||||||||||||||||||||
| Accumulated Deficit |
Accumulated
Other
Comprehensive
Income
|
Noncontrolling
Interests |
Total Deficit | ||||||||||||||||||||
| BALANCE, December 31, 2024 | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Distributions to member, net |
(
|
— | — |
(
|
|||||||||||||||||||
| Distributions to noncontrolling interests | — | — |
(
|
(
|
|||||||||||||||||||
| Acquisition of noncontrolling interests |
(
|
|
|
||||||||||||||||||||
| Other comprehensive loss | — |
(
|
— |
(
|
|||||||||||||||||||
| Net (loss) income |
(
|
— |
|
(
|
|||||||||||||||||||
| BALANCE, June 30, 2025 | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
36
SINCLAIR BROADCAST GROUP, LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions) (Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES: | |||||||||||
| Net (loss) income | $ |
(
|
$ |
|
|||||||
| Adjustments to reconcile net (loss) income to net cash flows from (used in) operating activities: | |||||||||||
| Amortization of definite-lived intangible and other assets |
|
|
|||||||||
| Depreciation of property and equipment |
|
|
|||||||||
| Amortization of program costs |
|
|
|||||||||
| Equity-based compensation |
|
|
|||||||||
| Deferred tax benefit |
(
|
|
|||||||||
| Loss on asset dispositions and other, net |
|
|
|||||||||
| Income from investments |
|
(
|
|||||||||
| Gain on extinguishment of debt |
(
|
(
|
|||||||||
| Debt issuance costs |
|
|
|||||||||
| Change in assets and liabilities, net of acquisitions: | |||||||||||
| Decrease (increase) in accounts receivable |
|
(
|
|||||||||
| Decrease in prepaid expenses and other current assets |
|
|
|||||||||
| Net change in due to/from member |
|
|
|||||||||
| Increase (decrease) in accounts payable and accrued and other current liabilities |
|
(
|
|||||||||
| Net change in net income taxes payable/receivable |
|
(
|
|||||||||
| Decrease in program contracts payable |
(
|
(
|
|||||||||
| Other, net |
|
(
|
|||||||||
| Net cash flows from (used in) operating activities |
|
(
|
|||||||||
| CASH FLOWS USED IN INVESTING ACTIVITIES: | |||||||||||
| Acquisition of property and equipment |
(
|
(
|
|||||||||
| Purchases of investments |
(
|
(
|
|||||||||
| Distributions and proceeds from investments |
|
|
|||||||||
| Other, net |
|
|
|||||||||
| Net cash flows used in investing activities |
(
|
(
|
|||||||||
| CASH FLOWS (USED IN) FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from notes payable and commercial bank financing |
|
|
|||||||||
| Repayments of notes payable, commercial bank financing, and finance leases |
(
|
(
|
|||||||||
| Debt issuance costs |
(
|
|
|||||||||
| (Distributions to) contributions from member, net |
(
|
|
|||||||||
| Distributions to noncontrolling interests |
(
|
(
|
|||||||||
| Net cash flows (used in) from financing activities |
(
|
|
|||||||||
| NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH |
(
|
(
|
|||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period |
|
|
|||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period | $ |
|
$ |
|
|||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
37
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1.
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Nature of Operations
Sinclair Broadcast Group, LLC (“SBG”), a Maryland limited liability company and a wholly owned subsidiary of Sinclair, Inc. (“Sinclair”), is a diversified media company with national reach and a strong focus on providing high-quality content on SBG’s local television stations and digital platforms. The content, distributed through SBG’s broadcast platform and third-party platforms, consists of programming provided by third-party networks and syndicators, local news and other original programming produced by SBG and SBG owned networks.
For the quarter ended June 30, 2025, SBG had
one
reportable segment: local media. The local media segment consists primarily of SBG’s
185
broadcast television stations in
85
markets, which SBG owns, provides programming and operating services pursuant to agreements commonly referred to as local marketing agreements (“LMA”), or provides sales services and other non-programming operating services pursuant to other outsourcing agreements (such as joint sales agreements (“JSA”) and shared services agreements (“SSA”)). These stations broadcast
646
channels as of June 30, 2025. For the purpose of this report, these
185
stations and
646
channels are referred to as “SBG” stations and channels.
Principles of Consolidation
The consolidated financial statements include SBG’s accounts and those of SBG’s wholly-owned and majority-owned subsidiaries, and VIEs for which SBG is the primary beneficiary. Noncontrolling interests represent a minority owner’s proportionate share of the equity in certain of SBG’s consolidated entities. All intercompany transactions and account balances have been eliminated in consolidation.
SBG consolidates VIEs when SBG is the primary beneficiary. SBG is the primary beneficiary of a VIE when SBG has the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and has the obligation to absorb losses or the right to receive returns that would be significant to the VIE. See
Note 6. Variable Interest Entities
for more information on SBG’s VIEs.
Investments in entities over which SBG has significant influence but not control are accounted for using the equity method of accounting. Income from equity method investments represents SBG’s proportionate share of net income generated by equity method investees.
Interim Financial Statements
SBG’s consolidated financial statements for the three and six months ended June 30, 2025 and 2024 are unaudited. In the opinion of management, such financial statements have been presented on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive (loss) income, consolidated statements of member’s deficit and noncontrolling interests, and consolidated statements of cash flows for these periods as adjusted for the adoption of recent accounting pronouncements.
As permitted under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), SBG’s consolidated financial statements do not include all disclosures normally included with audited consolidated financial statements and, accordingly, should be read together with the audited consolidated financial statements and notes thereto in Sinclair’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. SBG’s consolidated statements of operations presented in the accompanying consolidated financial statements are not necessarily representative of operations for an entire year.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses in the consolidated financial statements and in the disclosures of contingent assets and liabilities. Actual results could differ from those estimates.
38
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Recent Accounting Pronouncements
In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures, requiring annual disclosure of consistent categories and greater disaggregation of information in the rate reconciliation table; additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate); income taxes paid disaggregated by jurisdiction; and income or loss before income tax disaggregated between foreign and domestic. The guidance is effective for annual periods beginning after December 15, 2024, applied prospectively. Early adoption is permitted. SBG is currently evaluating the impact of this guidance but does not expect it to have a material impact on SBG’s consolidated financial statements.
In November 2024, the FASB issued guidance requiring disclosure of disaggregated information about certain income statement expense line items. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. SBG is currently evaluating the impact of this guidance.
Broadcast Television Programming
SBG
has agreements with programming syndicators for the rights to television programming over contract periods, which generally run from
to
three years
. Contract payments are made in installments over terms that are generally equal to or shorter than the contract period. Pursuant to accounting guidance for the broadcasting industry, an asset and a liability for the rights acquired and obligations incurred under a license agreement are reported on the balance sheet when the cost of each program is known or reasonably determinable, the program material has been accepted by the licensee in accordance with the conditions of the license agreement, and the program is available for its first showing or telecast. The portion of program contracts which becomes payable within one year is reflected as a current liability in the accompanying consolidated balance sheets.
The rights to this programming are reflected in the accompanying consolidated balance sheets at the lower of unamortized cost or fair value. Program costs are amortized on a straight-line basis except for contracts greater than
three years
which are amortized utilizing an accelerated method. Program costs estimated by management to be amortized in the succeeding year are classified as current assets. Payments of program contract liabilities are typically made on a scheduled basis and are not affected by amortization or fair value adjustments.
SBG
assesses
the
program costs on a quarterly basis to ensure the costs are recorded at the lower of unamortized cost or fair value.
Hedge Accounting
SBG
entered into an interest rate swap effective February 7, 2023 and terminating on February 28, 2026 in order to manage a portion of
SBG’s
exposure to variable interest rates. The swap agreement has a notional amount of $
600
million, bears a fixed interest rate of
3.9
%, and
SBG
receives a floating rate of interest based on the Secured Overnight Financing Rate (“SOFR”).
39
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Supplemental Information - Statements of Cash Flows
Leased assets obtained in exchange for new operating lease liabilities were $
4
million and $
3
million for the six months ended June 30, 2025 and 2024, respectively. Leased assets obtained in exchange for new finance lease liabilities were $
7
million for the six months ended June 30, 2024. Non-cash investing activities included property and equipment purchases of $
5
million for both the six months ended June 30, 2025 and 2024.
SBG received equity shares in investments valued at $
17
million and $
4
million for the six months ended June 30, 2025 and 2024, respectively, in exchange for an obligation to deliver a similar value of advertising spots.
Included in (distributions to) contributions from member, net within cash flows (used in) from financing activities in SBG’s consolidated statements of cash flows, were dividends to Sinclair to fund its portion of the dividends to Sinclair shareholders and parent company expenses of $
57
million and $
52
million for the six months ended June 30, 2025 and 2024, respectively. These dividends were offset by a contribution from member related to $
11
million from Sinclair Ventures, LLC (“Ventures”) related to cash tax payments associated with the emergence of Diamond Sports Group, LLC (“DSG”) from Chapter 11 bankruptcy protection for the six months ended June 30, 2025 and $
148
million from Ventures related to the DSG litigation settlement (see
Note 4. Commitments and Contingencies
for further detail) for the six months ended June 30, 2024.
40
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Revenue Recognition
The following table presents SBG’s revenue disaggregated by type and segment (in millions):
| For the three months ended June 30, 2025 | Local Media | ||||
| Distribution revenue | $ |
|
|||
| Core advertising revenue |
|
||||
| Political advertising revenue |
|
||||
| Other media |
|
||||
| Total revenues | $ |
|
|||
| For the six months ended June 30, 2025 | Local Media | ||||
| Distribution revenue | $ |
|
|||
| Core advertising revenue |
|
||||
| Political advertising revenue |
|
||||
| Other media |
|
||||
| Total revenues | $ |
|
|||
| For the three months ended June 30, 2024 | Local Media | ||||
| Distribution revenue | $ |
|
|||
| Core advertising revenue |
|
||||
| Political advertising revenue |
|
||||
| Other media |
|
||||
| Total revenues | $ |
|
|||
| For the six months ended June 30, 2024 | Local Media | ||||
| Distribution revenue | $ |
|
|||
| Core advertising revenue |
|
||||
| Political advertising revenue |
|
||||
| Other media |
|
||||
| Total revenues | $ |
|
|||
Distribution Revenue.
SBG
generates distribution revenue through fees received from multi-channel video programming distributors (“MVPD”) and virtual MVPDs (“vMVPD,” and together with MVPDs, “Distributors”) for the right to distribute
SBG’s
stations and other properties. Distribution arrangements are generally governed by multi-year contracts and the underlying fees are based upon a contractual monthly rate per subscriber. These arrangements represent licenses of intellectual property; revenue is recognized as the signal or network programming is provided to
SBG’s
customers (as usage occurs) which corresponds with the satisfaction of
SBG’s
performance obligation. Revenue is calculated based upon the contractual rate multiplied by an estimated number of subscribers.
SBG’s
customers will remit payments based upon actual subscribers a short time after the conclusion of a month, which generally does not exceed 120 days. Historical adjustments to subscriber estimates have not been material.
Core Advertising Revenue.
SBG generates core advertising revenue primarily from the sale of non-political advertising spots/impressions within broadcast television and digital platforms.
Political Advertising Revenue.
SBG generates political advertising revenue primarily from the sale of political advertising spots/impressions within broadcast television and digital platforms.
In accordance with ASC 606, SBG does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) distribution arrangements which are accounted for as a sales/usage-based royalty.
41
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended June 30, 2025, two customers accounted for
12
% and
11
%, respectively, of SBG’s total revenues. For the six months ended June 30, 2025, two customers accounted for
12
% and
11
%, respectively, of SBG’s total revenues. For the three months ended June 30, 2024, two customers accounted for
12
% and
10
%, respectively, of SBG’s total revenues. For the six months ended June 30, 2024, two customers accounted for
11
% and
10
%, respectively, of SBG’s total revenues. As of June 30, 2025, three customers accounted for
13
%,
10
%, and
10
%, respectively, of SBG’s accounts receivable, net. As of December 31, 2024, four customers accounted for
11
%,
10
%,
10
%, and
10
%, respectively, of SBG’s accounts receivable, net. For purposes of this disclosure, a single customer may include multiple entities under common control.
Station Disposals
In March 2025, SBG entered into an asset purchase agreement with a counterparty to sell SBG’s owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA) for approximately $
30
million. As of June 30, 2025, SBG classified the related assets and liabilities as held-for-sale in SBG’s consolidated balance sheets. As of June 30, 2025, amounts classified as assets held-for-sale in SBG’s consolidated balance sheets primarily consist of accounts receivable of $
9
million and property and equipment of $
23
million and amounts classified as liabilities held-for-sale in SBG’s consolidated balance sheets primarily consist of accounts payable and accrued liabilities of $
2
million and current portion of program contracts payable of $
1
million. Additionally, during the six months ended June 30, 2025, SBG accrued the estimated loss expected to be recognized upon closing of the sale of approximately $
17
million, which is included within loss on asset dispositions and other, net within SBG’s consolidated statements of operations and SBG’s local media segment within
Note 5. Segment Data
and was recorded to reflect the underlying assets at the lower of carrying value and fair value. The sale was completed on July 8, 2025.
Income Taxes
SBG’s income tax provision for all periods consists of federal and state income taxes. The tax provision for the three and six months ended June 30, 2025 and 2024 is based on the estimated effective tax rate applicable for the full year after taking into account discrete tax items and the effects of the noncontrolling interests. SBG provides a valuation allowance for deferred tax assets if it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating SBG’s ability to realize net deferred tax assets, SBG considers all available evidence, both positive and negative, including past operating results, tax planning strategies, current and cumulative losses, and forecasts of future taxable income. In considering these sources of taxable income, SBG must make certain judgments that are based on the plans and estimates used to manage SBG’s underlying businesses on a long-term basis. A valuation allowance has been provided for deferred tax assets related to a substantial amount of SBG’s available state net operating loss carryforwards based on past operating results, expected timing of the reversals of existing temporary basis differences, alternative tax strategies, and projected future taxable income.
On July 4, 2025, the One Big, Beautiful Bill (“OBBB”) was enacted. The OBBB is a comprehensive tax reform package that includes significant changes to corporate tax policy. While the Company is currently evaluating the full impact of OBBB, it does not expect a material impact on its financial statements. The Company will continue to assess the implications of OBBB and will provide further update in its subsequent quarterly filings.
SBG’s effective income tax rate for the three months ended June 30, 2025 was less than the statutory rate primarily due to the impact of state taxes. SBG’s effective income tax rate for the six months ended June 30, 2025 approximated the statutory rate. SBG's effective income tax rate for the three months ended June 30, 2024 was greater than the statutory rate primarily due to accrual of interest income attributable to prior years’ pending income tax refund claims. SBG's effective income tax rate for the six months ended June 30, 2024 was less than the statutory rate primarily due to an immaterial $
7.5
million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims.
42
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SBG believes that its liability for unrecognized tax benefits could be reduced by up to $
3
million, in the next twelve months, as a result of the expected statute of limitations expirations, the application of limits under available state administrative practice exceptions, and the resolution of examination issues and settlements with federal and certain state tax authorities.
Reclassifications
Certain reclassifications have been made to prior years’ consolidated financial statements to conform to the current year’s presentation.
2.
OTHER ASSETS:
Other assets as of June 30, 2025 and December 31, 2024 consisted of the following (in millions):
|
As of June 30,
2025 |
As of December 31,
2024 |
||||||||||
| Investments | $ |
|
$ |
|
|||||||
| Income tax receivable |
|
|
|||||||||
| Other |
|
|
|||||||||
| Total other assets | $ |
|
$ |
|
|||||||
Investments
SBG’s investments, excluding equity method investments, are accounted for at fair value or, in situations where fair value is not readily determinable, SBG has the option to value investments at cost plus observable changes in value, less impairment. Additionally, certain investments were measured at net asset value (“NAV”).
Investments measured at NAV were $
12
million and $
5
million as of June 30, 2025 and December 31, 2024, respectively.
Investments accounted for utilizing the measurement alternative were $
17
million and $
8
million as of June 30, 2025 and December 31, 2024, respectively. There were
no
adjustments to the carrying amount of investments accounted for utilizing the measurement alternative for any of the three and six months ended June 30, 2025 and 2024.
3.
NOTES PAYABLE, FINANCE LEASES, AND COMMERCIAL BANK FINANCING:
Credit Agreement and Notes
During the first quarter of 2025, Sinclair Television Group, Inc. (“STG”), a wholly-owned subsidiary of Sinclair Broadcast Group, LLC (“SBG”), completed a series of financing transactions (the “Transactions”) as follows:
Exchanged $
711.4
million
aggregate principal amount outstanding of
$
714
million
Term Loan B-3, which mature April 1, 2028 and bear interest at SOFR plus
3.00
%
, into second-out first lien Term Loan B-6 issued under a new credit agreement dated February 12, 2025 (the “New Credit Agreement”), which mature December 31, 2029 and bear interest at SOFR plus
3.30
%
. Exchanged all of the
$
731.3
million
aggregate principal amount outstanding of Term Loan B-4, which matured on April 21, 2029, and bore interest at SOFR plus
3.75
%, into second-out first lien Term Loan B-7 issued under the New Credit Agreement, which mature December 31, 2030 and bear interest at SOFR plus
4.10
%
.
Exchanged $
575
million
of commitments under the existing revolving credit facility into
$
575
million
first-out first lien revolving commitments (the “First-Out Revolving Credit Facility”) under the New Credit Agreement, which mature February 12, 2030 and borrowings thereunder will bear interest at SOFR plus
2.00
%
.
The existing bank credit agreement was amended as of February 12, 2025 (the “Amended Credit Agreement”) concurrent with the Transactions and entering into the New Credit Agreement, subordinating the secured obligations thereunder and eliminating substantially all covenants and certain events of default. As a result, the remaining
$
3
million
of Term Loan B-3 and the remaining
$
75
million
of commitments under the existing revolving credit facility are ranked as third lien obligations.
43
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
STG issued
$
1,430
million
aggregate principal amount of
8.125
%
first-out first lien secured notes due 2033 (the “
8.125
%
First-Out Notes”), which mature on February 15, 2033. The proceeds from the
8.125
%
First-Out Notes were used to repay in full the
$
1,175
million
aggregate principal amounts outstanding of Term Loan B-2 due 2026, a
pproximately $
63.6
million
aggregate principal amount of
4.125
%
Senior Secured Notes due 2030 at
84
%
of the principal amount, and a
pproximately $
104
million
aggregate principal amount of
5.125
%
Senior Notes due 2027 at
97
%
of the principal amount and to pay fees and expenses related to the Transactions.
Exchanged $
432
million
aggregate principal amount of the existing
4.125
%
Senior Secured Notes due 2030 into
9.750
%
senior secured second lien notes due 2033 (the “
9.750
%
Second Lien Notes”), which mature on February 15, 2033. Exchanged
$
238
million
aggregate principal amount of the existing
4.125
%
Senior Secured Notes due 2030 into
4.375
%
second-out first lien secured notes due 2032 (the “
4.375
%
Second-Out Notes”), which mature on December 31, 2032. The remaining
4.125
%
Senior Secured Notes due 2030 of
$
4
million
became unsecured obligations as the related indenture was amended to release all liens on the collateral and eliminate substantially all covenants and certain events of default.
For
the six months ended June 30, 2025
, SBG recognized a gain on extinguishment of the
4.125
%
Senior Secured Notes due 2030 and
5.125
%
Senior Notes due 2027 of
$
5
million
and
$
3
million,
respectively, and a loss on extinguishment of the Term Loan B-2 of
$
6
million.
The New Credit Agreement and the indentures for the
8.125
%
First-Out Notes,
4.375
%
Second-Out Notes, and
9.750
%
Second Lien Notes (collectively, the “New Indentures”) contain certain restrictive covenants including, but not limited to, restrictions on indebtedness, liens, restricted payments (including repayment of certain subordinated debt), investments, mergers, consolidations, sales and other dispositions of assets and affiliate transactions. These covenants are subject to a number of exceptions and limitations as described in the New Credit Agreement and New Indentures. The New Credit Agreement and New Indentures also include events of default, including certain cross-default and cross-acceleration provisions with other debt of STG, customary for agreements of its type.
Prior to February 15, 2028, December 1, 2025, and February 15, 2027, STG may redeem the
8.125
%
First-Out Notes,
4.375
%
Second-Out Notes, and
9.750
%
Second Lien Notes, respectively, in whole or in part, at any time or from time to time at a price equal to
100
%
of the principal amount of the respective notes, plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium as set forth in the New Indentures. On or prior to February 15, 2028 and February 15, 2027, STG may redeem up to
40
%
of the aggregate principal amount of the
8.125
%
First-Out Notes and
9.750
%
Second Lien Notes, respectively, at a price equal to
108.125
%
and
109.750
%
of the principal amount of the
8.125
%
First-Out Notes and
9.750
%
Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the date of redemption using the proceeds of certain equity offerings. Prior to February 15, 2028 and February 15, 2027, STG may redeem the
8.125
%
First-Out Notes and
9.750
%
Second Lien Notes, respectively, in whole but not in part, at a redemption price equal to
108.125
%
and
109.750
%
of the principal amount of the
8.125
%
First-Out Notes and
9.750
%
Second Lien Notes, respectively, plus accrued and unpaid interest, if any, to, but not including, the redemption date upon certain change of control transactions or certain significant acquisitions. Beginning on December 1, 2025, STG may redeem some or all of the
4.375
%
Second-Out Notes at any time or from time to time at the redemption prices set forth in the New Indentures, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, upon the sale of certain of STG’s assets or certain changes of control, STG may be required to offer to repurchase some or all of the
8.125
%
First-Out Notes,
4.375
%
Second-Out Notes, and
9.750
%
Second Lien Notes.
The First-Out Revolving Credit Facility includes a financial maintenance covenant, the first-out first lien leverage ratio (as defined in the New Credit Agreement), which requires such ratio not to exceed
3.5
x, measured as of the end of each fiscal quarter, which is only applicable if
35
% or more of the capacity (as a percentage of total commitments) under the First-Out Revolving Credit Facility, measured as of the last day of each fiscal quarter, is utilized as of such date. Since there was
no
utilization under the First-Out Revolving Credit Facility as of June 30, 2025, STG was not subject to the financial maintenance covenant under the New Credit Agreement. As of June 30, 2025, the STG first-out first lien leverage ratio was below
3.5
x. The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of June 30, 2025.
During the three months ended June 30, 2025, STG repurchased $
81
million aggregate principal amount of the
5.125
%
Senior Notes due 2027
for consideration of $
77
million. The
5.125
%
Senior Notes due 2027
acquired were canceled immediately following their acquisition. SBG recognized a gain on extinguishment of the
5.125
%
Senior Notes due 2027 of
$
4
million for both the three and six months ended June 30, 2025.
44
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
During the six months ended June 30, 2024, STG purchased $
27
million aggregate principal amount of Term Loan B-2, due September 30, 2026, for consideration of $
25
million. The portions of Term Loan B-2 purchased were canceled immediately following their acquisition. SBG recognized a gain on extinguishment of the Term Loan B-2 of $
1
million for the six months ended June 30, 2024.
Finance Leases to Affiliates
The current portion of notes payable, finance leases, and commercial bank financing in SBG’s consolidated balance sheets includes finance leases to affiliates of $
3
million as of both June 30, 2025 and December 31, 2024. Notes payable, finance leases, and commercial bank financing, less current portion, in SBG’s consolidated balance sheets includes finances leases to affiliates of $
8
million and $
9
million as of June 30, 2025 and December 31, 2024, respectively. See
Note 7. Related Person Transactions
.
Debt of Variable Interest Entities and Guarantees of Third-Party Obligations
STG jointly, severally, unconditionally, and irrevocably guaranteed $
2
million of debt of certain third parties as of both June 30, 2025 and December 31, 2024, all of which related to consolidated VIEs and is included in our consolidated balance sheets as of both June 30, 2025 and December 31, 2024. We provide a guarantee of certain obligations of the Marquee Sports Network (“Marquee”) subject to a maximum aggregate amount of $
455
million for the years 2025 through 2029. We accrued $
37
million related to this obligation for both the three and six months ended June 30, 2025, included in loss on asset dispositions and other, net in SBG’s consolidated statements of operations. As of June 30, 2025, $
24
million and $
13
million of this obligation are reflected in accounts payable and accrued liabilities and other long-term liabilities, respectively, in SBG’s consolidated balance sheets. See
Note 4. Commitments and Contingencies
for further discussion.
Interest Rate Swap
SBG
entered into an interest rate swap effective February 7, 2023 and terminating on February 28, 2026 in order to manage a portion of
SBG’s
exposure to variable interest rates. The swap agreement has a notional amount of
$
600
million
, bears a fixed interest rate of
3.9
%, and
SBG
receives a floating rate of interest based on SOFR. See
Hedge Accounting
within
Note 1. Nature of Operations and Summary of Significant Accounting Policies
for further discussion. The fair value of the interest rate swap was an asset o
f
$
1
million as of June 30, 2025,
which is recorded in prepaid expenses and other current assets
in SBG’s consolidated balance sheets, and an asset of $
1
million as of December 31, 2024,
which is recorded in
other assets
in SBG’s consolidated balance sheets.
45
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
4.
COMMITMENTS AND CONTINGENCIES:
Litigation, Claims, and Regulatory Matters
SBG is a party to lawsuits, claims, and regulatory matters from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions. Except as noted below, SBG does not believe the outcome of these matters, individually or in the aggregate, will have a material effect on SBG’s financial statements.
FCC Matters
On May 22, 2020, the Federal Communications Commission (“FCC”) released an Order and Consent Decree pursuant to which the Company agreed to pay $
48
million to resolve the matters covered by a Notice of Apparent Liability for Forfeiture (“NAL”) issued in December 2017 proposing a $
13
million fine for alleged violations of the FCC’s sponsorship identification rules by the Company and certain of its subsidiaries, the FCC’s investigation of the allegations raised in the Hearing Designation Order issued in connection with the Company’s proposed acquisition of Tribune, and a retransmission related matter. The Company submitted the $
48
million payment on August 19, 2020. As part of the consent decree, the Company also agreed to implement a
four-year
compliance plan (which terminated on May 29, 2024).
Two
petitions were filed on June 8, 2020 seeking reconsideration of the Order and Consent Decree. The Company filed an opposition to the petitions on June 18, 2020, and the petitions remain pending.
On September 1, 2020, one of the individuals who filed a petition for reconsideration of the Order and Consent Decree filed a petition to deny the license renewal application of WBFF(TV), Baltimore, MD, and the license renewal applications of two other Baltimore, MD stations with which the Company has a JSA or LMA, Deerfield Media station WUTB(TV) and Cunningham Broadcasting Corporation (“Cunningham”) station WNUV(TV). The Company filed an opposition to the petition on October 1, 2020. On January 18, 2024, a motion was filed to request substitution of the petitioner, who is deceased. On January 29, 2024, the Company filed (1) an opposition to the motion for substitution and (2) a motion to dismiss the petition to deny the renewal applications. An opposition was filed to the motion to dismiss on February 5, 2024, and the Company timely filed its reply on February 13, 2024. On June 27, 2025, the FCC (i) denied the motion for substitution; (ii) dismissed the petition to deny; and (iii) granted the license renewal applications of WBFF(TV), WUTV(TV), and WNUV(TV). On April 14, 2025, the same attorney who filed the earlier petition against WBFF(TV), on behalf of a different client, filed a similar petition to deny the renewal applications by the Company seeking FCC consent to sell certain stations to a third party. The Company timely opposed the petition on April 24, 2025, the petitioner filed a reply on May 1, 2025. On July 1, 2025, the FCC dismissed that petition to deny and granted the applications.
On September 2, 2020, the FCC adopted a Memorandum Opinion and Order and NAL against the licensees of several stations with whom the Company has LMAs, JSAs, and/or SSAs in response to a complaint regarding those stations’ retransmission consent negotiations. The NAL proposed a $
0.5
million penalty for each station, totaling $
9
million. The licensees filed a response to the NAL on October 15, 2020, asking the FCC to dismiss the proceeding or, alternatively, to reduce the proposed forfeiture to $
25,000
per station. On July 28, 2021, the FCC issued a forfeiture order in which the $
0.5
million penalty was upheld for all but one station. A Petition for Reconsideration of the forfeiture order was filed on August 7, 2021. On March 14, 2022, the FCC released a Memorandum Opinion and Order and Order on Reconsideration, which reaffirmed the forfeiture order, dismissed (and in the alternative, denied) the Petition for Reconsideration, and stated that because the fines were not paid within the period stated in the July 2021 forfeiture order the FCC may refer the case to the U.S. Department of Justice (“DOJ”) for enforcement of the forfeiture pursuant to Section 504 of the Communications Act. Our understanding is that enforcement remains pending. The Company is not a party to this forfeiture order.
46
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
On September 21, 2022, the FCC released an NAL against the licensees of a number of stations, including
83
SBG stations and several stations with whom SBG has LMAs, JSAs, and/or SSAs, for violation of the FCC’s limitations on commercial matter in children’s television programming related to KidsClick network programming distributed by the Company in 2018. The NAL proposed a fine of $
2.7
million against SBG, and fines ranging from $
20,000
to $
26,000
per station for the other licensees, including the LMA, JSA, and/or SSA stations, for a total of $
3.4
million. On October 21, 2022, the Company filed a written response seeking reduction of the proposed fine amount. On September 6, 2024, the FCC issued a forfeiture order imposing the fine as proposed in the NAL. The Company and all other affected licensees filed a joint petition for reconsideration of the forfeiture order on October 7, 2024. On June 27, 2025, the FCC adopted an Order and Consent Decree pursuant to which the Company agreed to make a voluntary contribution of $
500,000
to resolve, without any admission of liability, the forfeiture order (with respect to SBG stations), a closed captioning investigation of SBG station WUHF in Rochester, NY, and matters relating to certain of SBG’s pending station renewal applications. The consent decree states the forfeiture order will be resolved by separate action with respect to the non-SBG licensees. As part of the consent decree, the Company also agreed to implement a two-year compliance plan relating to the FCC’s limits on commercial matter in children’s programming and closed captioning rules, and the FCC agreed to grant the license renewal applications of all SBG stations involved in the matters resolved by the consent decree. The Company made the $
500,000
voluntary contribution on July 9, 2025.
Other Matters
On November 6, 2018, the Company agreed to enter into a proposed consent decree with the DOJ. This consent decree resolves the DOJ’s investigation into the sharing of pacing information among certain stations in some local markets. The DOJ filed the consent decree and related documents in the U.S. District Court for the District of Columbia on November 13, 2018. The U.S. District Court for the District of Columbia entered the consent decree on May 22, 2019. The consent decree is not an admission of any wrongdoing by the Company and does not subject the Company to any monetary damages or penalties. The Company believes that even if the pacing information was shared as alleged, it would not have impacted any pricing of advertisements or the competitive nature of the market. The consent decree requires the Company to adopt certain antitrust compliance measures, including the appointment of an Antitrust Compliance Officer, consistent with what the DOJ has required in previous consent decrees in other industries. The consent decree also requires the Company’s stations not to exchange pacing and certain other information with other stations in their local markets, which the Company’s management had already instructed them not to do.
The Company is aware of
twenty-two
putative class action lawsuits that were filed against the Company following published reports of the DOJ investigation into the exchange of pacing data within the industry. On October 3, 2018, these lawsuits were consolidated in the Northern District of Illinois. The consolidated action alleges that the Company and
thirteen
other broadcasters conspired to fix prices for commercials to be aired on broadcast television stations throughout the United States and engaged in unlawful information sharing, in violation of the Sherman Antitrust Act. The consolidated action seeks damages, attorneys’ fees, costs and interest, as well as injunctions against adopting practices or plans that would restrain competition in the ways the plaintiffs have alleged. The Court denied the defendants’ motion to dismiss on November 6, 2020. Discovery commenced shortly after that and is continuing. On December 8, 2023, the Court granted final approval of the settlements the plaintiffs had reached with four of the original defendants (CBS, Fox, Cox Media, and ShareBuilders), who agreed to pay a total of $
48
million to settle the plaintiffs’ claims against them. The plaintiffs are continuing to pursue their claims against the Company and the other non-settling defendants. Under the current schedule set by the Court, fact discovery is scheduled to close 90 days after a Special Master completes his review of the plaintiffs’ objections to the defendants’ privilege claims. On December 6, 2024, the plaintiffs filed a motion seeking sanctions against the Company in connection with the loss of certain cell phone data. On February 4, 2025, following briefing on that motion, the Court heard arguments and took the motion under advisement. On February 20, 2025, the Special Master issued Report and Recommendation No. 3 addressing plaintiffs’ challenges to certain of defendants’ privilege log entries (“R&R No. 3”), which compelled disclosure of certain documents Sinclair and the other non-settling defendants withheld from discovery based on assertions of privilege. Sinclair and the other co-defendants filed objections to R&R No. 3 and appeared at a status conference on March 18, 2025 during which they argued in favor of their objections to R&R No. 3. The Court took the objections under advisement. At the March 18, 2025 status conference, the Court also set a tentative trial date of April 1, 2026, and stated its expectations that depositions will resume. Although a trial date has been tentatively set, the Court has not issued an amended Scheduling Order, and the Special Master’s review of plaintiffs’ challenges to the defendants’ privilege claims remains ongoing. The Company continues to believe the lawsuits are without merit and intends to vigorously defend itself against all such claims.
47
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
On July 19, 2023, as part of the bankruptcy proceedings of DSG, at such time, an independently managed and unconsolidated subsidiary of Sinclair, DSG and its wholly-owned subsidiary, Diamond Sports Net, LLC, filed a complaint (the “Diamond Litigation”), under seal, in the United States Bankruptcy Court for the Southern District of Texas naming certain subsidiaries of Sinclair, including SBG and STG and certain officers of SBG and STG, as defendants.
In the complaint, plaintiffs challenged a series of transactions involving SBG and certain of its subsidiaries, on the one hand, and DSG and its subsidiaries, on the other hand, since SBG acquired the former Fox Sports regional sports networks from The Walt Disney Company in August 2019. The complaint alleged, among other things, that the management services agreement (the “MSA”) entered into by STG and DSG was not fair to DSG and was designed to benefit STG and SBG; that the Bally’s Corporation (“Bally’s”) transaction in November 2020 through which Bally’s acquired naming rights to certain regional sports networks was not fair to DSG and was designed to benefit STG and SBG; and that certain distributions made by DSG that were used to pay down preferred equity of DSH, were inappropriate and were conducted at a time when DSG was insolvent. The complaint also alleged that SBG and its subsidiaries (other than DSG and its subsidiaries) received payments or indirect benefits of approximately $
1.5
billion as a result of the alleged misconduct. The complaint asserted a variety of claims, including certain fraudulent transfers of assets, unlawful distributions and payments, breaches of contracts, unjust enrichment and breaches of fiduciary duties. The plaintiffs sought, among other relief, avoidance of fraudulent transfers and unlawful distributions, and unspecified monetary damages to be determined.
On March 1, 2024, the court approved a global settlement and release of all claims associated with the Diamond Litigation, which settlement included an amendment to the MSA. Sinclair entered into the settlement, without admitting any fault or wrongdoing. The settlement terms included, among other things, DSG’s dismissal with prejudice of its $
1.5
billion litigation against Sinclair and all other defendants, along with the full and final satisfaction and release of all claims in that litigation against all defendants, including Sinclair and its subsidiaries, in exchange for Sinclair’s cash payment to DSG of $
495
million.
A
dditionally, under the terms of the settlement, Sinclair would provide transition services to DSG to allow DSG to become a self-standing entity going forward. During the first quarter of 2024, SBG paid $
50
million related to the settlement. The final settlement payment was made during the second quarter of 2024 and of the total $
495
million settlement amount paid, $
347
million was paid by STG and $
148
million was paid by Sinclair Ventures, LLC (“Ventures”). On January 2, 2025, DSG announced that it had emerged from bankruptcy, at which time, SBG’s equity interest in DSG was terminated.
48
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
5.
SEGMENT DATA:
SBG measures segment performance based on operating income (loss). For the quarter ended June 30, 2025, SBG had
one
reportable segment: local media. The local media segment includes SBG’s television stations, original networks, and content and provides these through free over-the-air programming to television viewing audiences for stations in markets located throughout the continental United States, as well as distributes the content of these stations to MVPDs for distribution to their customers in exchange for contractual fees. See
Revenue Recognition
under
Note 1. Nature of Operations and Summary of Significant Accounting Policies
for further detail. Corporate is not a reportable segment but is included for reconciliation purposes. Corporate costs primarily include SBG’s costs to operate as the parent company of its subsidiaries. All of SBG’s businesses are located within the United States.
Segment financial information is included in the following tables for the periods presented (in millions):
| As of June 30, 2025 | Local Media | Corporate | Consolidated | |||||||||||||||||
| Assets | $ |
|
$ |
|
$ |
|
||||||||||||||
| For the three months ended June 30, 2025 | Local Media | Corporate | Consolidated | |||||||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
||||||||||||||
| Media programming and production expenses |
|
|
|
|||||||||||||||||
| Media selling, general and administrative expenses |
|
|
|
|||||||||||||||||
| Depreciation of property and equipment and amortization of definite-lived intangibles and other assets |
|
|
|
|||||||||||||||||
| Amortization of program costs |
|
|
|
|||||||||||||||||
| Corporate general and administrative expenses |
|
|
|
|||||||||||||||||
| (Gain) loss on asset dispositions and other, net |
(
|
|
|
|||||||||||||||||
| Other segment items (a) |
|
|
|
|||||||||||||||||
| Operating income (loss) | $ |
|
$ |
(
|
$ |
|
||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | $ |
|
$ |
|
$ |
|
||||||||||||||
| Gain on extinguishment of debt |
|
|
|
|||||||||||||||||
| Other income, net |
|
|
|
|||||||||||||||||
| Loss before income taxes | $ |
(
|
||||||||||||||||||
| For the six months ended June 30, 2025 | Local Media | Corporate | Consolidated | |||||||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
||||||||||||||
| Media programming and production expenses |
|
|
|
|||||||||||||||||
| Media selling, general and administrative expenses |
|
|
|
|||||||||||||||||
| Depreciation of property and equipment and amortization of definite-lived intangibles and other assets |
|
|
|
|||||||||||||||||
| Amortization of program costs |
|
|
|
|||||||||||||||||
| Corporate general and administrative expenses |
|
|
|
|||||||||||||||||
| (Gain) loss on asset dispositions and other, net |
(
|
|
|
|||||||||||||||||
| Other segment items (a) |
|
|
|
|||||||||||||||||
| Operating income (loss) | $ |
|
$ |
(
|
$ |
|
||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | $ |
|
$ |
|
$ |
|
||||||||||||||
| Gain on extinguishment of debt |
|
|
|
|||||||||||||||||
| Other income, net |
|
|
|
|||||||||||||||||
| Loss before income taxes | $ |
(
|
||||||||||||||||||
49
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| For the three months ended June 30, 2024 | Local Media | Corporate | Consolidated | |||||||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
||||||||||||||
| Media programming and production expenses |
|
|
|
|||||||||||||||||
| Media selling, general and administrative expenses |
|
|
|
|||||||||||||||||
| Depreciation of property and equipment and amortization of definite-lived intangibles and other assets |
|
|
|
|||||||||||||||||
| Amortization of program costs |
|
|
|
|||||||||||||||||
| Corporate general and administrative expenses |
|
|
|
|||||||||||||||||
| Other segment items (a) |
|
|
|
|||||||||||||||||
| Operating income (loss) | $ |
|
$ |
(
|
$ |
|
||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | $ |
|
$ |
|
$ |
|
||||||||||||||
| Other income, net |
|
|
|
|||||||||||||||||
| Income before income taxes | $ |
|
||||||||||||||||||
| For the six months ended June 30, 2024 | Local Media | Corporate | Consolidated | |||||||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
||||||||||||||
| Media programming and production expenses |
|
|
|
|||||||||||||||||
| Media selling, general and administrative expenses |
|
|
|
|||||||||||||||||
| Depreciation of property and equipment and amortization of definite-lived intangibles and other assets |
|
|
|
|||||||||||||||||
| Amortization of program costs |
|
|
|
|||||||||||||||||
| Corporate general and administrative expenses |
|
|
|
|||||||||||||||||
| Other segment items (a) |
|
|
|
|||||||||||||||||
| Operating income (loss) | $ |
|
$ |
(
|
$ |
|
||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | $ |
|
$ |
|
$ |
|
||||||||||||||
| Gain on extinguishment of debt |
|
|
|
|||||||||||||||||
| Other income, net |
|
|
|
|||||||||||||||||
| Income before income taxes | $ |
|
||||||||||||||||||
6.
VARIABLE INTEREST ENTITIES:
Certain of SBG’s stations provide services to other station owners within the same respective market through agreements, such as LMAs, where SBG provides programming, sales, operational, and administrative services, and JSAs and SSAs, where SBG provides non-programming, sales, operational, and administrative services. In certain cases, SBG has also entered into purchase agreements or options to purchase the license related assets of the licensee. SBG typically owns the majority of the non-license assets of the stations, and in some cases where the licensee acquired the license assets concurrent with SBG’s acquisition of the non-license assets of the station, SBG has provided guarantees to the bank for the licensee’s acquisition financing. The terms of the agreements vary but generally have initial terms of over
five years
with several optional renewal terms. Based on the terms of the agreements and the significance of SBG’s investment in the stations, SBG is the primary beneficiary when, subject to the ultimate control of the licensees, SBG has the power to direct the activities which significantly impact the economic performance of the VIE through the services SBG provides and SBG absorbs losses and returns that would be considered significant to the VIEs. The fees paid between SBG and the licensees pursuant to these arrangements are eliminated in consolidation.
50
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The carrying amounts and classification of the assets and liabilities of the VIEs mentioned above, which have been included in SBG’s consolidated balance sheets as of the dates presented, were as follows (in millions):
|
As of June 30,
2025 |
As of December 31,
2024 |
||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Accounts receivable, net | $ |
|
$ |
|
|||||||
| Other current assets |
|
|
|||||||||
| Total current assets |
|
|
|||||||||
| Property and equipment, net |
|
|
|||||||||
| Goodwill and indefinite-lived intangible assets |
|
|
|||||||||
| Definite-lived intangible assets, net |
|
|
|||||||||
| Total assets | $ |
|
$ |
|
|||||||
| LIABILITIES | |||||||||||
| Current liabilities: | |||||||||||
| Other current liabilities | $ |
|
$ |
|
|||||||
| Notes payable, finance leases and commercial bank financing, less current portion |
|
|
|||||||||
| Other long-term liabilities |
|
|
|||||||||
| Total liabilities | $ |
|
$ |
|
|||||||
The amounts above represent the combined assets and liabilities of the VIEs described above, for which SBG is the primary beneficiary. Total liabilities associated with certain outsourcing agreements and purchase options with certain VIEs, which are excluded from the above, were $
127
million as of June 30, 2025 and $
128
million as of December 31, 2024, as these amounts are eliminated in consolidation. The assets of each of these consolidated VIEs can only be used to settle the obligations of the VIE. As of June 30, 2025, all of the liabilities are non-recourse to SBG except for the debt of certain VIEs. See
Debt of variable interest entities and guarantees of third-party obligations
under
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
for further discussion. The risk and reward characteristics of the VIEs are similar.
7.
RELATED PERSON TRANSACTIONS:
Transactions With SBG’s Indirect Controlling Shareholders
David, Frederick, J. Duncan, and Robert Smith (collectively, the “Sinclair controlling shareholders”) are brothers and hold substantially all of the Sinclair Class B Common Stock and some of the Sinclair Class A Common Stock and are on the Board of Managers of SBG. SBG engaged in the following transactions with them and/or entities in which they have substantial interests:
Leases.
Certain assets used by SBG and SBG’s operating subsidiaries are leased from entities owned by the Sinclair controlling shareholders. Lease payments made to these entities were $
1
million and $
3
million for the three and six months ended June 30, 2025, respectively, and $
1
million and $
3
million for the three and six months ended June 30, 2024, respectively. For further information, see
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
.
Charter Aircraft.
SBG leases aircraft owned by certain Sinclair controlling shareholders. For all leases, SBG incurred expenses of $
0.2
million for the six months ended June 30, 2025 and less than $
0.1
million for both the three and six months ended June 30, 2024.
The Baltimore Sun
. David Smith is the majority shareholder of The Baltimore Sun. STG has entered into agreements with The Baltimore Sun to provide independent contractor services, sales representation, news resource sharing, and content sharing. In relation to these agreements, SBG recorded revenue of less than $
0.1
million for both the three and six months ended June 30, 2025.
51
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Cunningham Broadcasting Corporation
Cunningham owns a portfolio of television stations, including: WNUV-TV Baltimore, Maryland; WRGT-TV Dayton, Ohio; WVAH-TV Charleston, West Virginia; WMYA-TV Anderson, South Carolina; WTTE-TV Columbus, Ohio; WDBB-TV Birmingham, Alabama; WBSF-TV Flint, Michigan; WGTU-TV/WGTQ-TV Traverse City/Cadillac, Michigan; WEMT-TV Tri-Cities, Tennessee; WYDO-TV Greenville, North Carolina; KBVU-TV/KCVU-TV Eureka/Chico-Redding, California; WPFO-TV Portland, Maine; KRNV-DT/KENV-DT Reno, Nevada/Salt Lake City, Utah; and KTXD-TV in Dallas, Texas (collectively, the “Cunningham Stations”). Certain of SBG’s stations provide services to the Cunningham Stations pursuant to LMAs or JSAs and SSAs. See
Note 6. Variable Interest Entities
, for further discussion of the scope of services provided under these types of arrangements.
All of the non-voting stock of the Cunningham Stations is owned by trusts for the benefit of the children of the Sinclair controlling shareholders. SBG consolidates certain subsidiaries of Cunningham with which SBG has variable interests through various arrangements related to the Cunningham Stations.
The services provided to WNUV-TV, WMYA-TV, WTTE-TV, WRGT-TV and WVAH-TV are governed by a master agreement which has a current term that expires on July 1, 2028 and there is
one
additional
five-year
renewal term remaining with final expiration on July 1, 2033. SBG also executed purchase agreements to acquire the license related assets of these stations from Cunningham, which grant SBG the right to acquire, and grant Cunningham the right to require SBG to acquire, subject to applicable FCC rules and regulations,
100
% of the capital stock or the assets of these individual subsidiaries of Cunningham. Pursuant to the terms of this agreement SBG is obligated to pay Cunningham an annual fee for the television stations equal to the greater of (i)
3
% of each station’s annual net broadcast revenue or (ii) $
6
million. The aggregate purchase price of these television stations increases by
6
% annually. A portion of the fee is required to be applied to the purchase price to the extent of the
6
% increase. The cumulative prepayments made under these purchase agreements were $
71
million and $
69
million as of June 30, 2025 and December 31, 2024, respectively. The remaining aggregate purchase price of these stations, net of prepayments, as of both June 30, 2025 and December 31, 2024, was approximately $
54
million. Additionally, SBG provides services to WDBB-TV pursuant to an LMA, which expires April 22, 2030, and has a purchase option to acquire for $
0.2
million. SBG paid Cunningham, under these agreements, $
3
million and $
6
million for the three and six months ended June 30, 2025, respectively, and $
3
million and $
6
million for the three and six months ended June 30, 2024, respectively.
The agreements with KBVU-TV/KCVU-TV, KRNV-DT/KENV-DT, WBSF-TV, WDBB-TV, WEMT-TV, WGTU-TV/WGTQ-TV, WPFO-TV, and WYDO-TV expire between August 2025 and April 2030 and certain stations have renewal provisions for successive
eight-year
periods.
As SBG consolidates the licensees as VIEs, the amounts SBG earns or pays under the arrangements are eliminated in consolidation and the gross revenues of the stations are reported in SBG’s consolidated statements of operations. SBG’s consolidated revenues include $
31
million and $
65
million for the three and six months ended June 30, 2025, respectively, and $
34
million and $
68
million for the three and six months ended June 30, 2024, respectively, related to the Cunningham Stations.
SBG has an agreement with Cunningham to provide master control equipment and provide master control services to a station in Johnstown, PA with which Cunningham has an LMA that expires in December 2025. Under the agreement, Cunningham paid SBG an initial fee of $
1
million and pays SBG $
0.3
million annually for master control services plus the cost to maintain and repair the equipment. In addition, SBG has an agreement with Cunningham to provide a news share service with the Johnstown, PA station for an annual fee of $
0.6
million, which increases by
3
% on each anniversary and expires in November 2025.
SBG has multi-cast agreements with Cunningham Stations in the Eureka/Chico-Redding, California; Tri-Cities, Tennessee; Anderson, South Carolina; Baltimore, Maryland; Portland, Maine; Charleston, West Virginia; Dallas, Texas; and Greenville, North Carolina markets. In exchange for carriage of these networks in their markets, SBG paid $
0.3
million and $
0.6
million for the three and six months ended June 30, 2025, respectively, and $
0.5
million and $
1.0
million for the three and six months ended June 30, 2024, respectively, under these agreements.
52
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
WG Communications Group
The wife of Robert Weisbord, SBG’s Chief Operating Officer and President of Local Media, has an ownership interest in WG Communications Group (“WGC”). SBG received revenue from advertisers represented by WGC of less than $
0.1
million and $
0.1
million for the three and six months ended June 30, 2025, respectively, and $
0.1
million and $
0.2
million for the three and six months ended June 30, 2024, respectively, and made payments to WGC of less than $
0.1
million for all of the three and six months ended June 30, 2025 and 2024.
Sinclair, Inc.
Sinclair is the sole member of SBG.
SBG recorded revenue of $
3
million and $
6
million for the three and six months ended June 30, 2025, respectively, and $
3
million and $
5
million for the three and six months ended June 30, 2024, respectively, related to sales services provided by SBG to Sinclair, and certain of its direct and indirect subsidiaries.
SBG recorded expenses of $
5
million and $
9
million for the three and six months ended June 30, 2025, respectively, and $
3
million and $
5
million for the three and six months ended June 30, 2024, respectively, related to digital advertising services provided by Sinclair, and certain of its direct and indirect subsidiaries, to SBG.
SBG made net cash distributions of $
36
million and $
82
million to Sinclair, and certain of its direct and indirect subsidiaries, for the three and six months ended June 30, 2025, respectively. SBG received net cash payments of $
57
million and $
72
million from Sinclair, and certain of its direct and indirect subsidiaries, for the three and six months ended June 30, 2024, respectively.
As of both June 30, 2025 and December 31, 2024, SBG had a payable to Sinclair, and certain of its direct and indirect subsidiaries, of $
3
million, included within other current liabilities in SBG’s consolidated balance sheets.
Employees
Jason Smith, an employee of SBG, is the son of Frederick Smith, who is a Vice President of SBG and a member of SBG’s Board of Managers. Jason Smith received total compensation of $
0.3
million for both the three months ended June 30, 2025 and 2024 and $
0.7
million and $
0.5
million for the six months ended June 30, 2025 and 2024, respectively, consisting of salary and bonus, and was granted
159,607
and
37,566
shares of restricted stock, vesting over
two years
, for the six months ended June 30, 2025 and 2024, respectively, and
500,000
stock appreciation rights, vesting over
two years
, for the six months ended June 30, 2024.
Ethan White, an employee of SBG, is the son-in-law of J. Duncan Smith, who is a Vice President of SBG and a member of SBG’s Board of Managers. Ethan White received total compensation of $
0.1
million for both the three months ended June 30, 2025 and 2024 and $
0.1
million for both the six months ended June 30, 2025 and 2024, consisting of salary, and was granted
3,244
and
1,503
shares of restricted stock, vesting over
two years
, for the six months ended June 30, 2025 and 2024, respectively.
Ryan McCoy, an employee of SBG, is the son-in-law of J. Duncan Smith. Ryan McCoy received total compensation of less than $
0.1
million for both the three months ended June 30, 2025 and 2024 and $
0.1
million for both the six months ended June 30, 2025 and 2024, consisting of salary.
Amberly Thompson, an employee of SBG, is the daughter of Donald Thompson, who is an Executive Vice President and Chief Human Resources Officer of SBG. Amberly Thompson received total compensation of less than $
0.1
million for both the three months ended June 30, 2025 and 2024 and $
0.1
million for both the six months ended June 30, 2025 and 2024, consisting of salary, and was granted
285
shares of restricted stock, vesting over
two years
, for the six months ended June 30, 2025.
53
SINCLAIR BROADCAST GROUP, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Frederick Smith is the brother of David Smith, Executive Chairman of SBG and a member of SBG’s Board of Managers; Robert Smith, a member of SBG’s Board of Managers; and J. Duncan Smith. Frederick Smith received total compensation of $
0.2
million for both the three months ended June 30, 2025 and 2024 and $
0.4
million for both the six months ended June 30, 2025 and 2024, consisting of salary and bonus.
J. Duncan Smith is the brother of David Smith, Frederick Smith, and Robert Smith. J. Duncan Smith received total compensation of $
0.2
million for both the three months ended June 30, 2025 and 2024 and $
0.4
million for both the six months ended June 30, 2025 and 2024, consisting of salary and bonus.
8.
FAIR VALUE MEASUREMENTS:
Accounting guidance provides for valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). A fair value hierarchy using three broad levels prioritizes the inputs to valuation techniques used to measure fair value. The following is a brief description of those three levels:
•
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
•
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
•
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
The following table sets forth the face value and fair value of SBG’s financial assets and liabilities for the periods presented (in millions):
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| Face Value | Fair Value | Face Value | Fair Value | ||||||||||||||||||||
| Level 1: | |||||||||||||||||||||||
| Money market funds | N/A | $ |
|
N/A | $ |
|
|||||||||||||||||
| Level 2: | |||||||||||||||||||||||
| Interest rate swap (a) | N/A |
|
N/A |
|
|||||||||||||||||||
| STG (b): | |||||||||||||||||||||||
|
|
$ |
|
|
$ |
|
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
| Term Loan B-2, due September 30, 2026 (c) |
|
|
|
|
|||||||||||||||||||
| Term Loan B-3, due April 1, 2028 (c) |
|
|
|
|
|||||||||||||||||||
| Term Loan B-4, due April 21, 2029 (c) |
|
|
|
|
|||||||||||||||||||
| Term Loan B-6, due December 31, 2029 (c) |
|
|
|
|
|||||||||||||||||||
| Term Loan B-7, due December 31, 2030 (c) |
|
|
|
|
|||||||||||||||||||
| Debt of variable interest entities (b) |
|
|
|
|
|||||||||||||||||||
N/A - Not applicable
(a)
T
he fair value of the interest rate swap was an asset as of both June 30, 2025 and December 31, 2024. For further information, s
ee
Hedge Accounting
within
Note 1. Nature of Operations and Summary of Significant Accounting Policies
and
Interest Rate Swap
within
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing.
(b)
Amounts are carried in SBG’s consolidated balance sheets net of debt discount and deferred financing cost, which are excluded in the above table, of $
58
million and $
36
million as of June 30, 2025 and December 31, 2024, respectively.
(c)
STG completed a series of financing transactions, including a new money financing and debt recapitalization, during the six months ended June 30, 2025. For further information, see
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
.
54
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis provides qualitative and quantitative information about Sinclair’s and SBG’s financial performance and condition and should be read in conjunction with Sinclair’s and SBG’s consolidated financial statements and the accompanying notes to those statements. This discussion consists of the following sections:
Summary of Significant Events
— financial events during the three months ended June 30, 2025 and through the date this Report on Form 10-Q is filed.
Results of Operations
— an analysis of Sinclair’s and SBG’s revenues and expenses for the three and six months ended June 30, 2025 and 2024.
Liquidity and Capital Resources
— a discussion of Sinclair’s and SBG’s primary sources of liquidity and an analysis of Sinclair’s and SBG’s cash flows from or used in operating activities, investing activities, and financing activities during the three and six months ended June 30, 2025.
SUMMARY OF SIGNIFICANT EVENTS
Content and Distribution
•
In April 2025, SBG launched BFFR, a weekly podcast from AMP Media hosted by women’s soccer icons Sydney Leroux and Ali Riley, across all major podcast platforms.
•
In April 2025, Sinclair announced that the Federal Aviation Administration (“FAA”) accepted Sinclair’s Declaration of Compliance for Operations Over People, making Sinclair the first broadcast company authorized to fly drones over individuals and moving vehicles without needing an FAA waiver for news gathering under FAA rules.
•
In April 2025, Tennis Channel and the International Tennis Federation announced a multi-year extension of their long-running partnership with the Billie Jean King Cup by GainbridgeTM and Davis Cup, the World Cup of Tennis events for women and men, respectively.
•
In June 2025, WTA Ventures (Womens Tennis Association) and Tennis Channel announced a new six-year media rights deal ensuring that Tennis Channel platforms will continue to be the exclusive home of WTA tennis in the United States through 2032.
•
In June, SBG launched two local sports podcasts: "The Script", a podcast on the Ohio State Buckeyes with former Ohio State stars Cardale Jones and Chris “Beanie” Wells, along with ABC6/FOX28 Sports Director Dave Holmes; and "The Dynasty", a podcast on the Alabama Crimson Tide with former Alabama stars AJ McCarron and Trent Richardson, along with Chris Stewart, the voice of Alabama football.
Corporate Social Responsibility Practices
•
To date in 2025, SBG’s newsrooms have won a total of 208 journalism awards, including 25 RTDNA regional Edward R. Murrow Awards.
•
In April 2025, Sinclair held its third annual Sinclair Day of Service, whereby all employees were encouraged to volunteer that day for charitable causes. Over 1,300 employees volunteered a total of more than 3,600 hours that day.
•
In July 2025, Sinclair Cares ran two campaigns, one raising nearly $200,000 in support of Texas Flood relief and another partnering with the American Cancer Society to raise awareness and support free rides to medical treatments.
NextGen Broadcast (ATSC 3.0)
•
In July 2025, SBG launched WKOF in Syracuse, New York as an ATSC 3.0 lighthouse, marking the first time a television license was initiated under the NextGen Broadcast (ATSC 3.0) standard.
Transactions
•
In June 2025, SBG purchased the broadcast assets of WSJV in South Bend-Elkhart, IN from Gray Television, Inc. ("Gray"), and sold the broadcast assets of WHOI in Peoria/Bloomington, IL to Gray.
•
In June 2025, SBG acquired the license assets of KXVO in Omaha, NE, from Mitts Telecasting Company. SBG previously oversaw operations of the station under a LMA.
55
•
In June 2025, Sinclair’s digital market agency rebranded under the Digital Remedy brand.
•
In July 2025, SBG sold four owned stations within Milwaukee, WI (WVTV), Springfield, IL (WICS/WICD), Ottumwa, IA (KTVO), and Quincy, IL (KHQA).
•
In August 2025, SBG acquired the license assets of WOLF in Hazleton, PA and WGFL in High Springs, FL from New Age Media, LLC. The Company previously oversaw the operations of the stations under MSAs.
•
In August 2025, SBG acquired the license assets of KMEG in Sioux City, IA from Waitt Broadcasting. The Company previously oversaw the operations of the stations under a JSAs.
Financing, Capital Allocation, and Shareholder Returns
•
In May 2025, Sinclair declared a quarterly dividend of $0.25 per share. In August 2025, Sinclair declared a quarterly dividend of $0.25 per share.
•
In the second quarter of 2025, STG repurchased $81 million aggregate principal amount of the 5.125%
Senior Notes due 2027
for consideration of $77 million. The 5.125%
Senior Notes due 2027
acquired in the second quarter of 2025 were canceled immediately following their acquisition.
Other Events
•
In June 2025, Sinclair announced the appointment of Conrad Clemson as Chief Executive Officer of EdgeBeam Wireless, Sinclair’s NextGen Broadcast Joint Venture with industry peers.
•
In July 2025, Sinclair announced the appointment of Narinder Sahai as Executive Vice President and Chief Financial Officer, effective immediately.
56
SINCLAIR, INC. RESULTS OF OPERATIONS
SINCLAIR, INC. RESULTS OF OPERATIONS
Any references to the first, third, or fourth quarters are to the three months ended March 31, September 30, or December 31, respectively, for the year being discussed. As of June 30, 2025, we had two reportable segments for accounting purposes, local media and tennis.
Seasonality / Cyclicality
The operating results of our local media segment are usually subject to cyclical fluctuations from political advertising. In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising expenditures preceding local and national elections. Additionally, every four years, political spending is usually elevated further due to advertising expenditures preceding the presidential election. Also, the second and fourth quarter operating results are usually higher than the first and third quarters’ because advertising expenditures are increased in anticipation of certain seasonal and holiday spending by consumers.
The operating results of our tennis segment are usually subject to cyclical fluctuations due to the number and significance of tournaments that take place in the respective quarters during the year. The first and fourth quarter operating results are usually higher than the second and third quarters’ because of the number and significance of tournaments that are played during those periods.
Operating Data
The following table sets forth our consolidated operating data for the periods presented (in millions):
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Media revenues | $ | 777 | $ | 819 | $ | 1,547 | $ | 1,611 | |||||||||||||||
| Non-media revenues | 7 | 10 | 13 | 16 | |||||||||||||||||||
| Total revenues | 784 | 829 | 1,560 | 1,627 | |||||||||||||||||||
| Media programming and production expenses | 420 | 425 | 838 | 833 | |||||||||||||||||||
| Media selling, general and administrative expenses | 200 | 194 | 392 | 390 | |||||||||||||||||||
| Depreciation and amortization expenses | 59 | 63 | 121 | 126 | |||||||||||||||||||
| Amortization of program costs | 17 | 18 | 36 | 37 | |||||||||||||||||||
| Non-media expenses | 13 | 13 | 24 | 25 | |||||||||||||||||||
| Corporate general and administrative expenses | 45 | 50 | 97 | 108 | |||||||||||||||||||
| Loss on asset dispositions and other, net | 9 | 2 | 17 | 2 | |||||||||||||||||||
| Operating income | $ | 21 | $ | 64 | $ | 35 | $ | 106 | |||||||||||||||
| Net (loss) income attributable to Sinclair | $ | (64) | $ | 17 | $ | (220) | $ | 40 | |||||||||||||||
57
SINCLAIR, INC. RESULTS OF OPERATIONS
Local Media Segment
The following table sets forth our revenue and expenses for our local media segment for the periods presented (in millions):
| Three Months Ended June 30, | Percent Change Increase / (Decrease) | Six Months Ended June 30, | Percent Change Increase / (Decrease) | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| Distribution revenue | $ | 380 | $ | 384 | (1)% | $ | 775 | $ | 768 | 1% | |||||||||||||||||||||||||
| Core advertising revenue | 272 | 285 | (5)% | 543 | 569 | (5)% | |||||||||||||||||||||||||||||
| Political advertising revenue | 6 | 40 | (85)% | 12 | 64 | (81)% | |||||||||||||||||||||||||||||
| Other media revenues | 21 | 41 | (49)% | 43 | 76 | (43)% | |||||||||||||||||||||||||||||
| Media revenues (a) | $ | 679 | $ | 750 | (9)% | $ | 1,373 | $ | 1,477 | (7)% | |||||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||||||||||||||
| Media programming and production expenses | $ | 380 | $ | 382 | (1)% | $ | 770 | $ | 765 | 1% | |||||||||||||||||||||||||
| Media selling, general and administrative expenses (b) | 162 | 178 | (9)% | 332 | 361 | (8)% | |||||||||||||||||||||||||||||
| Depreciation and amortization expenses | 54 | 58 | (7)% | 110 | 116 | (5)% | |||||||||||||||||||||||||||||
| Amortization of program costs | 17 | 18 | (6)% | 36 | 37 | (3)% | |||||||||||||||||||||||||||||
| Corporate general and administrative expenses | 27 | 29 | (7)% | 64 | 70 | (9)% | |||||||||||||||||||||||||||||
| Non-media expenses | 2 | 2 | —% | 4 | 4 | —% | |||||||||||||||||||||||||||||
| Gain on asset dispositions and other, net | (28) | — | n/m | (20) | — | n/m | |||||||||||||||||||||||||||||
| Operating income | $ | 65 | $ | 83 | (22)% | $ | 77 | $ | 124 | (38)% | |||||||||||||||||||||||||
| Interest expense including amortization of debt discount and deferred financing costs | $ | 82 | $ | 76 | 8% | $ | 226 | $ | 152 | 49% | |||||||||||||||||||||||||
| Gain on extinguishment of debt | $ | 4 | $ | — | n/m | $ | 6 | $ | 1 | n/m | |||||||||||||||||||||||||
| Other income, net | $ | 3 | $ | 2 | 50% | $ | 6 | $ | 33 | (82)% | |||||||||||||||||||||||||
n/m - not meaningful
(a)
Includes $3 million and $6 million for the three and six months ended June 30, 2025, respectively, and $3 million and $5 million for the three and six months ended June 30, 2024, respectively, of intercompany revenue related to certain services provided to the tennis segment, which is eliminated in consolidation.
(b)
Includes $5 million and $9 million for the three and six months ended June 30, 2025, respectively, and $3 million and $5 million for the three and six months ended June 30, 2024, respectively, of intercompany expense related to certain services provided by other, which is eliminated in consolidation.
Revenue
Distribution revenue.
Distribution revenue, which represents fees earned from Distributors for our broadcast signals, decreased $4 million or 1% for the three months ended June 30, 2025, when compared to the same period in 2024. Subscriber decreases impacted period-over-period distribution revenue by low-teen percentages for the three months ended June 30, 2025, partially offset by favorable contractual rate increases by low-teen percentages. Distribution revenue increased $7 million or 1% for the six months ended June 30, 2025, when compared to the same period in 2024. Contractual rate increases favorably impacted period-over-period distribution revenue by low-teen percentages for the six months ended June 30, 2025, which was offset by a decrease in subscribers by low-teen percentages for the period.
Core advertising revenue.
Core advertising revenue decreased $13 million and $26 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, with no particular product/services category dominating the variance.
Political advertising revenue.
Political advertising revenue decreased $34 million and $52 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to 2025 being an off-year election cycle, and therefore having only a small number of political races and correspondingly less political advertising spending compared to 2024 which was a presidential political year.
58
SINCLAIR, INC. RESULTS OF OPERATIONS
Other media revenues.
Other media revenues decreased $20 million and $33 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decrease related to certain services provided under management services agreements.
The following table sets forth our primary types of programming and their approximate percentages of advertising revenue for the periods presented:
| Percent of Advertising Revenue for the | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Syndicated/Other programming | 41% | 41% | 40% | 39% | |||||||||||||||||||
| Local news | 31% | 32% | 29% | 30% | |||||||||||||||||||
| Network programming (a) | 17% | 17% | 16% | 17% | |||||||||||||||||||
| Sports programming (a) | 8% | 6% | 12% | 10% | |||||||||||||||||||
| Paid programming | 3% | 4% | 3% | 4% | |||||||||||||||||||
(a)
Sports programming includes both local and network sports programming. Network programming is exclusive of any network sports programming.
The following table sets forth our affiliate percentages of advertising revenue for the periods presented:
| Percent of Advertising Revenue for the | |||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| # of Channels | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| ABC | 40 | 31% | 31% | 29% | 29% | ||||||||||||||||||||||||
| FOX | 55 | 19% | 21% | 22% | 21% | ||||||||||||||||||||||||
| CBS | 31 | 20% | 19% | 20% | 21% | ||||||||||||||||||||||||
| NBC | 24 | 14% | 14% | 13% | 13% | ||||||||||||||||||||||||
| CW | 46 | 5% | 5% | 5% | 5% | ||||||||||||||||||||||||
| MNT | 39 | 3% | 4% | 3% | 4% | ||||||||||||||||||||||||
| Other | 411 | 8% | 6% | 8% | 7% | ||||||||||||||||||||||||
| Total | 646 | ||||||||||||||||||||||||||||
Expenses
Media programming and production expenses.
Media programming and production expenses decreased $2 million for the three months ended June 30, 2025, when compared to the same period in 2024, primarily due to a decrease in litigation and consulting expenses of $6 million, of which, the litigation item related to the reversal of approximately $3 million previously expensed as a result of the FCC consent decree that is further discussed in
Litigation, Claims, and Regulatory Matters
under
Note 4. Commitments and Contingencies
within
Sinclair’s
Consolidated Financial Statements,
which were offset by an increase in fees pursuant to network affiliation agreements and other programming contracts of $4 million as a result of increased contractual rates. Media programming and production expenses increased $5 million for the six months ended June 30, 2025, when compared to the same period in 2024, primarily due to an increase in fees pursuant to network affiliation agreements and other programming contracts of $8 million as a result of increased contractual rates, which was offset by a decrease in litigation related expenses of $3 million as a result of the reversal of amounts previously expensed related to the FCC consent decree that is further discussed in
Litigation, Claims, and Regulatory Matters
under
Note 4. Commitments and Contingencies
within
Sinclair’s
Consolidated Financial Statements
.
59
SINCLAIR, INC. RESULTS OF OPERATIONS
Media selling, general and administrative expenses.
Media selling, general and administrative expenses decreased $16 million for the three months ended June 30, 2025, when compared to the same period in 2024, primarily due to the FCC consent decree entered into in June 2025 which resulted in a reversal of $10 million previously expensed, as further discussed in
Litigation, Claims, and Regulatory Matters
under
Note 4. Commitments and Contingencies
within
Sinclair’s
Consolidated Financial Statements,
a $3 million decrease in employee compensation cost, and a $2 million decrease in national sales commissions. Media selling, general and administrative expenses decreased $29 million for the six months ended June 30, 2025, when compared to the same period in 2024, primarily due to a $10 million decrease related to the FCC consent decree, as further discussed in
Litigation, Claims, and Regulatory Matters
under
Note 4. Commitments and Contingencies
within
Sinclair’s
Consolidated Financial Statements,
a $9 million decrease in trade related expenses, a $6 million decrease in employee compensation cost, and a $3 million decrease in national sales commissions.
Corporate general and administrative expenses.
See explanation under
Corporate and Unallocated Expenses.
Gain on asset dispositions and other, net.
During the three and six months ended June 30, 2025, we recognized $30 million and $39 million, respectively, of proceeds related to our cyber and directors and officers insurance policies. During the six months ended June 30, 2025, we recognized an estimated loss expected to be recognized upon closing of the stations sale of approximately $17 million. See
Business Combinations and Station Disposals under Note 1. Nature of Operations and Summary of Significant Accounting Policies
within
Sinclair’s
Consolidated Financial Statements.
Interest expense including amortization of debt discount and deferred financing costs.
Interest expense increased $6 million and $74 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to the Transactions, as described in
Credit Agreement and Notes
under
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
within
Sinclair’s
Consolidated Financial Statements.
Included in interest expense for the six months ended June 30, 2025 is $68 million of one-time financing costs that will not recur in future periods.
Gain on extinguishment of debt.
During the three months ended June 30, 2025, we repurchased $81 million aggregate principal amount of the 5.125%
Senior Notes due 2027
for consideration of $77 million and recognized a gain on extinguishment
of
$4 million for both the three and six months ended June 30, 2025.
For
the six months ended June 30, 2025
, in connection with the Transactions, we recognized a gain on extinguishment of the
4.125%
Senior Secured Notes due 2030 and
5.125%
Senior Notes due 2027 of
$5 million
and
$3 million
, respectively, and a loss on extinguishment of the Term Loan B-2 of
$6 million.
See
Credit Agreement and Notes
under
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
within
Sinclair’s
Consolidated Financial Statements.
Other income, net.
During the six months ended June 30, 2024, we recognized a $26 million gain related to the sale of certain broadcast related assets and $8 million in interest income.
60
SINCLAIR, INC. RESULTS OF OPERATIONS
Tennis Segment
The following table sets forth our revenue and expenses for our tennis segment for the periods presented (in millions):
| Three Months Ended June 30, | Percent Change Increase / (Decrease) | Six Months Ended June 30, | Percent Change Increase / (Decrease) | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| Distribution revenue | $ | 54 | $ | 51 | 6% | $ | 110 | $ | 103 | 7% | |||||||||||||||||||||||||
| Core advertising revenue | 13 | 14 | (7)% | 24 | 24 | —% | |||||||||||||||||||||||||||||
| Other media revenues | 1 | 2 | (50)% | 2 | 3 | (33)% | |||||||||||||||||||||||||||||
| Media revenues | $ | 68 | $ | 67 | 1% | $ | 136 | $ | 130 | 5% | |||||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||||||||||||||
| Media programming and production expenses | $ | 39 | $ | 43 | (9)% | $ | 66 | $ | 68 | (3)% | |||||||||||||||||||||||||
| Media selling, general and administrative expenses (a) | 15 | 17 | (12)% | 33 | 29 | 14% | |||||||||||||||||||||||||||||
| Depreciation and amortization expenses | 5 | 6 | (17)% | 10 | 11 | (9)% | |||||||||||||||||||||||||||||
| Corporate general and administrative expenses | 1 | — | n/m | 1 | 1 | —% | |||||||||||||||||||||||||||||
| Operating income | $ | 8 | $ | 1 | n/m | $ | 26 | $ | 21 | 24% | |||||||||||||||||||||||||
n/m - not meaningful
(a)
Includes $3 million and $6 million for the three and six months ended June 30, 2025, respectively, and $3 million and $5 million for the three and six months ended June 30, 2024, respectively, of intercompany expense related to certain services provided by the local media segment, which is eliminated in consolidation.
Revenue
Distribution revenue.
Distribution revenue, which represents fees earned from Distributors for the right to distribute Tennis Channel, increased $3 million or 6% for the three months ended June 30, 2025, when compared to the same period in 2024, primarily due to high-teen percentage increases in contractual rates for the three months ended June 30, 2025 and a high single-digit percentage increase in direct-to-consumer (“DTC”) subscriptions, partially offset by a decrease in subscribers by mid-teen percentages for the period. Distribution revenue increased $7 million or 7% for the six months ended June 30, 2025, when compared to the same period in 2024, primarily due to low double-digit percentage increases in contractual rates for the six months ended June 30, 2025 and a high single-digit percentage increase in DTC subscriptions, partially offset by a decrease in subscribers by low double-digit percentages for the period.
Core advertising revenue.
Core advertising revenue is primarily generated from sales of commercial time within Tennis Channel programming. Core advertising revenue decreased $1 million for the three months ended June 30, 2025, when compared to the same period in 2024, primarily due to shifts in the 2025 tournament calendar compared to the 2024 tournament calendar. Core advertising revenue remained flat for the six months ended June 30, 2025, when compared to the same period in 2024.
Expenses
Media programming and production expenses.
Media programming and production expenses decreased $4 million and $2 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decrease in tournament production costs primarily related to a shift in the 2025 tournament calendar.
Media selling, general and administrative expenses.
Media selling, general and administrative expenses increased $4 million for the six months ended June 30, 2025, when compared to the same period in 2024, primarily due to an increase in costs associated with the launch of the DTC platform.
Corporate general and administrative expenses.
See explanation under
Corporate and Unallocated Expenses.
61
SINCLAIR, INC. RESULTS OF OPERATIONS
Other
The following table sets forth our revenues and expenses for our non-broadcast digital and internet solutions, technical services, and non-media investments (collectively, other) for the periods presented (in millions):
| Three Months Ended June 30, | Percent Change Increase / (Decrease) | Six Months Ended June 30, | Percent Change Increase/(Decrease) | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| Media revenues (a) | $ | 38 | $ | 9 | n/m | $ | 53 | $ | 15 | n/m | |||||||||||||||||||||||||
| Non-media revenues (b) | $ | 8 | $ | 11 | (27)% | $ | 14 | $ | 20 | (30)% | |||||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||||||||||||||
| Media expenses | $ | 32 | $ | 5 | n/m | $ | 44 | $ | 10 | n/m | |||||||||||||||||||||||||
| Non-media expenses (c) | $ | 12 | $ | 12 | —% | $ | 21 | $ | 24 | (13)% | |||||||||||||||||||||||||
| Operating income (loss) | $ | 1 | $ | — | n/m | $ | — | $ | (3) | n/m | |||||||||||||||||||||||||
| Income (loss) from equity method investments | $ | — | $ | 78 | n/m | $ | (5) | $ | 93 | n/m | |||||||||||||||||||||||||
| Other expense, net | $ | (24) | $ | (43) | (44)% | $ | (93) | $ | (37) | n/m | |||||||||||||||||||||||||
n/m - not meaningful
(a)
Media revenues for the three and six months ended June 30, 2025 include $5 million and $9 million, respectively, and for the three and six months ended June 30, 2024 include $3 million and $5 million, respectively, of intercompany revenue related to certain services and sales provided to the local media segment, which is eliminated in consolidation.
(b)
Non-media revenues for both the three and six months ended June 30, 2025 include $1 million and for the three and six months ended June 30, 2024 include $1 million and $4 million, respectively, of intercompany revenue related to certain services and sales provided to the local media segment, which is eliminated in consolidation.
(c)
Non-media expenses for both the three and six months ended June 30, 2025 include $1 million and for the three and six months ended June 30, 2024 include $1 million and $3 million, respectively, of intercompany expense related to certain services and sales provided by the local media segment, which is eliminated in consolidation.
Revenue.
Media revenues increased $29 million and $38 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to an increase in advertising revenue related to the acquisition of Digital Remedy, as discussed in
Business Combinations and Station Disposals
under
Note 1. Nature of Operations and Summary of Significant Accounting Policies
within
Sinclair’s
Consolidated Financial Statements
. Non-media revenues decreased $3 million and $6 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decrease in broadcast equipment sales.
Expenses.
Media expenses increased $27 million and $34 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to an increase in selling, general and administrative expenses related to the acquisition of Digital Remedy, as discussed in
Business Combinations and Station Disposals
under
Note 1. Nature of Operations and Summary of Significant Accounting Policies
within
Sinclair’s
Consolidated Financial Statements.
Non-media expenses remained flat for the three months ended June 30, 2025 and decreased $3 million for the six months ended June 30, 2025, when compared to the same periods in 2024, primarily due to a decrease in expenses associated with lower broadcast equipment sales and a decrease in expenses related to our technical services business.
Income (loss) from equity method investments.
During the three and six months ended June 30, 2024, we recognized gains of $78 million and $93 million, respectively, primarily related to the sales of certain of our investments, which is included in (loss) income from equity method investments in our consolidated statements of operations.
Other expense, net
. During the three months ended June 30, 2025 and 2024, we recognized fair value adjustment losses of $30 million and $45 million, respectively, associated with investments measured at fair value and NAV. During the six months ended June 30, 2025 and 2024, we recognized fair value adjustment losses of $103 million and $43 million, respectively, associated with investments measured at fair value and NAV.
62
SINCLAIR, INC. RESULTS OF OPERATIONS
Corporate and Unallocated Expenses
The following table presents our corporate and unallocated expenses for the periods presented (in millions):
| Three Months Ended June 30, |
Percent Change
Increase/ (Decrease) |
Six Months Ended June 30, |
Percent Change
Increase/ (Decrease) |
||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Corporate general and administrative expenses | $ | 45 | $ | 50 | (10)% | $ | 97 | $ | 108 | (10)% | |||||||||||||||||||||||||
| Loss on asset dispositions and other, net | $ | 9 | $ | 2 | n/m | $ | 17 | $ | 2 | n/m | |||||||||||||||||||||||||
| Income tax benefit (provision) | $ | 14 | $ | (5) | n/m | $ | 60 | $ | (1) | n/m | |||||||||||||||||||||||||
n/m - not meaningful
Corporate general and administrative expenses.
The table above and the explanation that follows cover total consolidated corporate general and administrative expenses. Corporate general and administrative expenses decreased $5 million and $11 million for the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under
Note 4. Commitments and Contingencies
within
Sinclair’s
Consolidated Financial Statements
and
a decrease in employee compensation cost for the six months ended June 30, 2025.
Loss on asset dispositions and other, net.
During the three months ended June 30, 2025, we recognized a loss of $37 million related to the Marquee guarantee as discussed in
Debt of Variable Interest Entities and Guarantees of Third-Party Obligations
under
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
within
Sinclair’s
Consolidated Financial Statements
offset by gains of $30 million related to proceeds from our cyber and directors and officers insurance policies, which are further discussed in
Local Media Segment
under
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
During the six months ended June 30, 2025 we recognized an estimated loss of $17 million related to our station sales and a loss of $37 million related to the Marquee guarantee as discussed in
Debt of Variable Interest Entities and Guarantees of Third-Party Obligations
under
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
within
Sinclair’s
Consolidated Financial Statements,
which was
partially offset by gains of $39 million related to proceeds from our cyber and directors and officers insurance policies.
Income tax benefit (provision).
The effective tax rate for the three months ended June 30, 2025 was a benefit of 18.9% as compared to a provision of 19.0% during the same period in 2024. The change from provision to benefit is primarily due to a book loss in 2025 compared to book income in 2024.
The effective tax rate for the six months ended June 30, 2025 was a benefit of 21.8% as compared to a provision of 1.7% during the same period in 2024. The increase in the effective tax rate for the six months ended June 30, 2025, as compared to the same period in 2024, is primarily due to an immaterial $7.5 million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims in 2024.
63
SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS
SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS
Any references to the first, third, or fourth quarters are to the three months ended March 31, September 30, or December 31, respectively, for the year being discussed. As of June 30, 2025, SBG had one reportable segment for accounting purposes, local media.
Seasonality / Cyclicality
The operating results of SBG’s local media segment are usually subject to cyclical fluctuations from political advertising. In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising expenditures preceding local and national elections. Additionally, every four years, political spending is usually elevated further due to advertising expenditures preceding the presidential election. Also, the second and fourth quarter operating results are usually higher than the first and third quarters’ because advertising expenditures are increased in anticipation of certain seasonal and holiday spending by consumers.
Operating Data
The following table sets forth SBG’s consolidated operating data for the periods presented (in millions):
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Total media revenues | $ | 679 | $ | 750 | $ | 1,373 | $ | 1,477 | |||||||||||||||
| Media programming and production expenses | 380 | 382 | 770 | 765 | |||||||||||||||||||
| Media selling, general and administrative expenses | 162 | 178 | 332 | 361 | |||||||||||||||||||
| Depreciation and amortization expenses | 54 | 58 | 110 | 116 | |||||||||||||||||||
| Amortization of program costs | 17 | 18 | 36 | 37 | |||||||||||||||||||
| Non-media expenses | 2 | 2 | 4 | 4 | |||||||||||||||||||
| Corporate general and administrative expenses | 27 | 35 | 64 | 76 | |||||||||||||||||||
| Loss on asset dispositions and other, net | 9 | — | 17 | — | |||||||||||||||||||
| Operating income | $ | 28 | $ | 77 | $ | 40 | $ | 118 | |||||||||||||||
| Net (loss) income attributable to SBG | $ | (41) | $ | 2 | $ | (143) | $ | 7 | |||||||||||||||
Local Media Segment
Refer to
Local Media Segment
above under
Sinclair, Inc.’s Results of Operations
for a discussion of SBG’s local media segment, which is the same as Sinclair’s local media segment for the three and six months ended June 30, 2025 and 2024.
As of June 30, 2025, the unrestricted subsidiaries (as defined in the New Credit Agreement, “Unrestricted Subsidiaries”) represented 0% of SBG’s total assets. For both the three and six months ended June 30, 2025, the Unrestricted Subsidiaries represented 0% of SBG’s total revenues. For the three and six months ended June 30, 2025, the Unrestricted Subsidiaries decreased SBG’s total operating income by 8% and 11%, respectively.
As of June 30, 2025 and for the three and six months ended June 30, 2025 there were no restricted subsidiaries that were non-guarantors (as defined in the New Credit Agreement) of SBG.
64
SINCLAIR BROADCAST GROUP, LLC RESULTS OF OPERATIONS
Corporate and Unallocated Expenses
The following table presents SBG’s corporate and unallocated expenses for the periods presented (in millions):
| Three Months Ended June 30, |
Percent Change
Increase/ (Decrease) |
Six Months Ended June 30, |
Percent Change
Increase/ (Decrease) |
||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Corporate general and administrative expenses | $ | 27 | $ | 35 | (23)% | $ | 64 | $ | 76 | (16)% | |||||||||||||||||||||||||
| Loss on asset dispositions and other, net | $ | 9 | $ | — | n/m | $ | 17 | $ | — | n/m | |||||||||||||||||||||||||
| Income tax benefit | $ | 8 | $ | 1 | n/m | $ | 34 | $ | 10 | n/m | |||||||||||||||||||||||||
n/m - not meaningful
Corporate general and administrative expenses.
The table above and the explanation that follows cover total consolidated corporate general and administrative expenses. Corporate general and administrative expenses decreased by $8 million and $12 million for the three months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decrease in legal, consulting, and regulatory costs, primarily related to the litigation discussed under
Note 4. Commitments and Contingencies
within
SBG’s
Consolidated Financial Statements
and a decrease in employee compensation cost for the six months ended June 30, 2025.
Loss on asset dispositions and other, net.
During the three months ended June 30, 2025, SBG recognized a loss of $37 million related to the Marquee guarantee as discussed in
Debt of Variable Interest Entities and Guarantees of Third-Party Obligations
under
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
within
SBG’s Consolidated Financial Statements
offset by gains of $30 million related to proceeds from our cyber and directors and officers insurance policies, which are further discussed in
Local Media Segment
under
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
under
Sinclair, Inc.’s Results of Operations.
During the six months ended June 30, 2025 we recognized an estimated loss of $17 million related to our station sales and a loss of $37 million related to the Marquee guarantee as discussed in
Debt of Variable Interest Entities and Guarantees of Third-Party Obligations
under
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
within
SBG’s Consolidated Financial Statements,
which was
partially offset by gains of $39 million related to proceeds from our cyber and directors and officers insurance policies, which are further discussed in
Local Media Segment
under
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
under
Sinclair, Inc.’s Results of Operations.
Income tax benefit.
The effective tax rate for the three months ended June 30, 2025 was a benefit of 17.9% as compared to a benefit of 38.5% during the same period in 2024. The decrease in the effective tax rate for the three months ended June 30, 2025, as compared to the same period in 2024, is primarily due to accrual of interest income attributable to prior years’ pending income tax refund claims.
The effective tax rate for the six months ended June 30, 2025 was a benefit of 19.5% as compared to a benefit of 1717.7% during the same period in 2024. The decrease in the effective tax rate for the six months ended June 30, 2025, as compared to the same period in 2024, is primarily due to an immaterial $7.5 million correcting adjustment related to the accrual of interest income attributable to prior years’ pending income tax refund claims in 2024.
65
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and Capital Resources
As of June 30, 2025, Sinclair had net working capital of approximately $687 million, including $616 million in cash and cash equivalent balances, and $650 million of available borrowing capacity, including $575 million under the New Credit Agreement and $75 million under the Amended Credit Agreement. Cash on hand, cash generated by Sinclair’s operations, and borrowing capacity under the New Credit Agreement and the Amended Credit Agreement are used as Sinclair’s primary sources of liquidity.
As of June 30, 2025, SBG had net working capital of approximately $273 million, including $224 million in cash and cash equivalent balances, and $650 million of available borrowing capacity, including $575 million under the New Credit Agreement and $75 million under the Amended Credit Agreement. Cash on hand, cash generated by SBG’s operations, and borrowing capacity under the New Credit Agreement and the Amended Credit Agreement are used as SBG’s primary sources of liquidity.
The First-Out Revolving Credit Facility includes a financial maintenance covenant, the first-out first lien leverage ratio (as defined in the New Credit Agreement), which requires such ratio not to exceed 3.5x, measured as of the end of each fiscal quarter, which is only applicable if 35% or more of the capacity (as a percentage of total commitments) under the First-Out Revolving Credit Facility, measured as of the last day of each fiscal quarter, is utilized as of such date. Since there was no utilization under the First-Out Revolving Credit Facility as of June 30, 2025, STG was not subject to the financial maintenance covenant under the New Credit Agreement. As of June 30, 2025, the STG first-out first lien leverage ratio was below 3.5x. The New Credit Agreement contains other restrictions and covenants with which STG was in compliance as of June 30, 2025.
During the six months ended June 30, 2025, STG completed the Transactions, including a new money financing and debt recapitalization, which strengthened the Company’s balance sheet and better positioned it for long-term growth. STG’s nearest term maturity, Term Loan B-2 due 2026, was repaid with proceeds from the issuance of a new first-out first lien secured bond, along with the extension of maturities of other debt tranches, which significantly extended STG’s maturity profile. See
Credit Agreements and Notes
under
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
within
Sinclair’s Consolidated Financial Statements
and
Credit Agreements and Notes
under
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
within
SBG’s Consolidated Financial Statements
, for further information.
During the three months ended June 30, 2025, STG repurchased $81 million aggregate principal amount of the 5.125%
Senior Notes due 2027
for consideration of $77 million. The 5.125%
Senior Notes due 2027
acquired in April 2025 were canceled immediately following their acquisition.
During the six months ended June 30, 2025, Sinclair entered into agreements which increased estimated contractual amounts owed for tennis programming rights by $163 million which have terms that extend into 2032. There were no other material changes to Sinclair’s or SBG’s contractual cash obligations as of June 30, 2025.
Sinclair and SBG anticipate that existing cash and cash equivalents, cash flow from the local media segment’s operations, and borrowing capacity under the New Credit Agreement and the Amended Credit Agreement will be sufficient to satisfy the local media segment’s debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months. Sinclair anticipates that existing cash and cash equivalents and cash flow from SBG, the tennis segment, and other’s operations will be sufficient to satisfy SBG, the tennis segment, and other’s debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months. However, certain factors, including but not limited to the war in Ukraine, conflict in the Middle East, other geopolitical matters, natural disasters, pandemics, and potential tariffs and trade restrictions and their resulting effect on the economy, Sinclair’s and SBG’s advertisers, and Sinclair’s and SBG’s Distributors and their subscribers, could affect Sinclair’s and SBG’s liquidity and first-out first lien leverage ratio which could affect Sinclair’s and SBG’s ability to access the full borrowing capacity under the New Credit Agreement. In addition to the sources described above, Sinclair and SBG may rely upon various sources for long-term liquidity needs, such as but not limited to, the issuance of long-term debt (including, for example, an accounts receivable securitization facility), the issuance of Sinclair equity, for Sinclair only, the issuance of Ventures equity or debt, or other instruments convertible into or exchangeable for Sinclair equity, or the sale of assets. However, there can be no assurance that additional financing or capital or buyers of assets will be available, or that the terms of any transactions will be acceptable or advantageous to Sinclair or SBG.
66
LIQUIDITY AND CAPITAL RESOURCES
Sinclair, Inc. Sources and Uses of Cash
The following table sets forth Sinclair’s cash flows for the periods presented (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net cash flows from (used in) operating activities | $ | 122 | $ | (306) | $ | 127 | $ | (310) | |||||||||||||||
| Cash flows (used in) from investing activities: | |||||||||||||||||||||||
| Acquisition of property and equipment | $ | (17) | $ | (23) | $ | (33) | $ | (44) | |||||||||||||||
| Acquisition of businesses, net of cash acquired | — | — | (25) | — | |||||||||||||||||||
| Purchases of investments | (12) | (29) | (20) | (32) | |||||||||||||||||||
| Distributions and proceeds from investments | 6 | 107 | 13 | 184 | |||||||||||||||||||
| Other, net | — | 1 | — | 2 | |||||||||||||||||||
| Net cash flows (used in) from investing activities | $ | (23) | $ | 56 | $ | (65) | $ | 110 | |||||||||||||||
| Cash flows used in financing activities: | |||||||||||||||||||||||
| Proceeds from notes payable and commercial bank financing | $ | — | $ | — | $ | 1,430 | $ | — | |||||||||||||||
| Repayments of notes payable, commercial bank financing, and finance leases | (83) | (9) | $ | (1,414) | $ | (43) | |||||||||||||||||
| Debt issuance costs | (11) | — | (110) | — | |||||||||||||||||||
| Dividends paid on Class A and Class B Common Stock | (17) | (17) | (34) | (33) | |||||||||||||||||||
| Distributions to noncontrolling interests | (3) | (3) | (6) | (5) | |||||||||||||||||||
| Other, net | — | 2 | (9) | (3) | |||||||||||||||||||
| Net cash flows used in financing activities | $ | (114) | $ | (27) | $ | (143) | $ | (84) | |||||||||||||||
Operating Activities
Net cash flows from Sinclair’s operating activities increased for the three months ended June 30, 2025, when compared to the same period in 2024, primarily due to an increase in cash collections from Distributors, the DSG settlement payment that occurred in the prior period, and a decrease in production costs, partially offset by a decrease in cash collections related to political revenue and an increase in overhead costs. Net cash flows from Sinclair’s operating activities increased for the six months ended June 30, 2025, when compared to the same period in 2024, primarily due to an increase in cash collections from Distributors and the DSG settlement payment that occurred in the prior period, partially offset by a decrease in cash collections related to political revenue and an increase in production and overhead costs.
Investing Activities
Net cash flows used in Sinclair’s investing activities increased for the three months ended June 30, 2025, when compared to the same period in 2024, primarily due to a decrease in distributions and proceeds from investments. Net cash flows used in Sinclair’s investing activities increased for the six months ended June 30, 2025, when compared to the same period in 2024, primarily due to a decrease in the distributions and proceeds from investments and the acquisition of Digital Remedy in the first quarter of 2025.
Financing Activities
Net cash flows used in Sinclair’s financing activities increased for the three months ended June 30, 2025, when compared to the same period in 2024, primarily due to the repurchase of the 5.125%
Senior Notes due 2027 during the current period
. Net cash flows used in Sinclair’s financing activities increased for the six months ended June 30, 2025, when compared to the same period in 2024, primarily due to the Transactions during the first quarter of 2025 and the repurchase of the 5.125%
Senior Notes due 2027 during the second quarter of 2025
. See
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
within
Sinclair’s Consolidated Financial Statements
for further information related to the Transactions.
Sinclair declared a quarterly dividend of $0.25 per share in May 2025 and $0.25 per share in August 2025. Future dividends on Sinclair’s shares of common stock, if any, will be at the discretion of Sinclair’s Board of Directors and will depend on several factors including Sinclair’s results of operations, cash requirements and surplus, financial condition, covenant restrictions, and other factors that Sinclair’s Board of Directors may deem relevant.
67
LIQUIDITY AND CAPITAL RESOURCES
Sinclair Broadcast Group, LLC Sources and Uses of Cash
The following table sets forth SBG’s cash flows for the periods presented (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net cash flows from (used in) operating activities | $ | 79 | $ | (329) | $ | 113 | $ | (312) | |||||||||||||||
| Cash flows used in investing activities: | |||||||||||||||||||||||
| Acquisition of property and equipment | $ | (18) | $ | (22) | $ | (33) | $ | (44) | |||||||||||||||
| Purchases of investments | (1) | (2) | (1) | (2) | |||||||||||||||||||
| Distributions and proceeds from investments | — | — | — | 26 | |||||||||||||||||||
| Other, net | — | 1 | — | 2 | |||||||||||||||||||
| Net cash flows used in investing activities | $ | (19) | $ | (23) | $ | (34) | $ | (18) | |||||||||||||||
| Cash flows (used in) from financing activities: | |||||||||||||||||||||||
| Proceeds from notes payable and commercial bank financing | $ | — | $ | — | $ | 1,430 | $ | — | |||||||||||||||
| Repayments of notes payable, commercial bank financing, and finance leases | (83) | (9) | $ | (1,414) | $ | (43) | |||||||||||||||||
| Debt issuance costs | (11) | — | (110) | — | |||||||||||||||||||
| Distributions to noncontrolling interests | (3) | (3) | (5) | (5) | |||||||||||||||||||
| (Distributions to) contributions from member, net | (16) | 79 | (47) | 111 | |||||||||||||||||||
| Net cash flows (used in) from financing activities | $ | (113) | $ | 67 | $ | (146) | $ | 63 | |||||||||||||||
Operating Activities
Net cash flows from SBG’s operating activities increased for the three months ended June 30, 2025, when compared to the same period in 2024, primarily due to an increase in cash collections from Distributors, the DSG settlement payment that occurred in the prior period, and a decrease in production and overhead costs, partially offset by a decrease in cash collections related to political revenue. Net cash flows from SBG’s operating activities increased for the six months ended June 30, 2025, when compared to the same period in 2024, primarily due to an increase in cash collections from Distributors, the DSG settlement payment that occurred in the prior period, and a decrease in overhead costs, partially offset by a decrease in cash collections related to political revenue and an increase in production costs.
Investing Activities
Net cash flows used in SBG’s investing activities decreased for the three months ended June 30, 2025, when compared to the same period in 2024, primarily due to a decrease in the acquisition of property and equipment in the current period. Net cash flows used in SBG’s investing activities increased for the six months ended June 30, 2025, when compared to the same period in 2024, primarily due to a decrease in distributions and proceeds from the sale of broadcast investments, partially offset by a decrease in the acquisition of property and equipment in the current period.
Financing Activities
Net cash flows used in SBG’s financing activities increased for the three months ended June 30, 2025, when compared to the same period in 2024, primarily due to the repurchase of the 5.125%
Senior Notes due 2027 during the current period.
Net cash flows used in SBG’s financing activities increased for the six months ended June 30, 2025, when compared to the same period in 2024, primarily due to the Transactions during the first quarter of 2025, the repurchase of the 5.125%
Senior Notes due 2027 during the second quarter of 2025,
and an increase in distributions to member, net. See
Note 3. Notes Payable, Finance Leases, and Commercial Bank Financing
within
SBG’s Consolidated Financial Statements
for further information related to the Transactions.
68
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There were no changes to the critical accounting policies and estimates from those disclosed in
Critical Accounting Policies and Estimates
under
Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
within our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes from the quantitative and qualitative discussion about market risk previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Each of Sinclair’s and SBG’s management, under the supervision and with the participation of its respective Chief Executive Officer and Chief Financial Officer, evaluated the design and effectiveness of its disclosure controls and procedures as of June 30, 2025.
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Assessment of Effectiveness of Disclosure Controls and Procedures
Based on the evaluation of its disclosure controls and procedures as of June 30, 2025, each of Sinclair’s and SBG’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, Sinclair’s and SBG’s disclosure controls and procedures, respectively, were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in either Sinclair’s or SBG’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Limitations on the Effectiveness of Controls
Management, including each of Sinclair’s and SBG’s Chief Executive Officer and Chief Financial Officer, do not expect that Sinclair’s and SBG’s disclosure controls and procedures or its internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within each company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
69
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Sinclair and SBG are party to lawsuits and claims from time to time in the ordinary course of business. Actions currently pending are in various stages and no material judgments or decisions have been rendered by hearing boards or courts in connection with such actions.
See
Litigation, Claims, and Regulatory Matters
under
Note 4.
Commitments and Contingencies
within
Sinclair’s
Consolidated Financial Statements
for discussion related to certain pending lawsuits.
See
Litigation, Claims, and Regulatory Matters
under
Note 4.
Commitments and Contingencies
within
SBG’s
Consolidated Financial Statements
for discussion related to certain pending lawsuits.
ITEM 1A. RISK FACTORS
As of the date of this report, there have been no material changes to the risk factors we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2025, none of Sinclair’s or SBG’s directors, managers, or officers, as applicable,
adopted
or
terminated
any contract, instruction, or written plan for the purchase or sale of Sinclair’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
70
ITEM 6. EXHIBITS
|
Exhibit
Number |
Description | |||||||
| 3.1† | ||||||||
| 10.1† | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 31.3 | ||||||||
| 31.4 | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 32.3** | ||||||||
| 32.4** | ||||||||
| 99.1† | ||||||||
| 101† | The Company’s Consolidated Financial Statements and related Notes for the quarter ended June 30, 2025 from this Quarterly Report on Form 10-Q, formatted in iXBRL (Inline eXtensible Business Reporting Language). | |||||||
| 104 | Cover Page Interactive Data File (included in Exhibit 101). | |||||||
† Filed herewith.
** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
71
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized on the 8th day of August 2025.
| SINCLAIR, INC. | ||||||||
| SINCLAIR BROADCAST GROUP, LLC | ||||||||
| By: | /s/ David R. Bochenek | |||||||
| David R. Bochenek | ||||||||
| Senior Vice President/Chief Accounting Officer | ||||||||
| (Authorized Officer and Chief Accounting Officer) | ||||||||
72
TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial StatementsItem 1A. Financial Statements Of Sinclair, IncNote 7. Variable Interest EntitiesNote 3. Notes Payable, Finance Leases, and Commercial Bank FinancingNote 6. Segment DataNote 8. Related Person TransactionsNote 4. Commitments and ContingenciesNote 1. Nature Of Operations and Summary Of Significant Accounting PoliciesNote 2. Other AssetsItem 1B. Financial Statements Of Sinclair Broadcast Group, LlcNote 6. Variable Interest EntitiesNote 5. Segment DataNote 7. Related Person TransactionsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsPart II. Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits